<PAGE>   1


                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             _____________________
                                   FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
              For the period January 1, 1996 to December 31, 1996.

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
         For the transition period from               to                .
                                       ---------------  ----------------
                        Commission File Number 33-89506

                        BERTHEL GROWTH & INCOME TRUST I
                        -------------------------------
             (Exact name of Registrant as specified in its charter)

        Delaware                                         52-1915821
-------------------------------             -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)



100 Second Street S.E., Cedar Rapids, Iowa                   52401
------------------------------------------                 ----------
  (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code: (319) 365-2506
                                                   ---------------
Securities registered pursuant to Section 12(b) of the Act:  NONE
                                                           -------
Securities registered pursuant to Section 12(g) of the Act:

                         Shares of Beneficial Interest
                         -----------------------------
                                 Title of Class

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filings requirements for the past 90 days.  Yes  X   No
                                                ---     ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

As of February 28, 1997,  8,987 Shares of Beneficial Interest were issued and
outstanding.  Such shares were issued at $1,000 per share.


                          EXHIBIT INDEX AT PAGE    25
                                                --------

<PAGE>   2
                        BERTHEL GROWTH & INCOME TRUST I

                          1996 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS
     PAGE
                                     PART I


     Item 1.  Business .........................................  3
     Item 2.  Properties .......................................  4
     Item 3.  Legal Proceedings ................................  4
     Item 4.  Submission of Matters to a Vote of Shareholders ..  4

                                    PART II

     Item 5.  Market for the Registrant's Common Equity
              and Related Shareholder Matters ..................  4
     Item 6.  Selected Financial Data ..........................  5
     Item 7.  Management's Discussion and Analysis
              of Financial Condition and
              Results of Operations ............................  6
     Item 8.  Financial Statements and
              Supplementary Data ...............................  9
     Item 9.  Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure ........... 18

                                    PART III

     Item 10.  Directors and Executive
               Officers of the Registrant....................... 18
     Item 11.  Executive Compensation........................... 22
     Item 12.  Security Ownership of Certain
               Beneficial Owners and Management................. 23
     Item 13.  Certain Relationships and
                          Related Transactions ................. 23


                                    PART IV

     Item 14.  Exhibits, Financial Statement Schedules and
               Reports on Form 8-K.............................. 23


SIGNATURES ..................................................... 24

<PAGE>   3

                                     PART I
Item 1. Business

     Berthel Growth & Income Trust I (the "Trust"), a Delaware business trust
that has elected to be treated as a business development company under the
Investment Company Act of 1940, was organized on February 10, 1995.  The
Trust's Registration Statement was declared effective, and the Trust began
offering Shares of Beneficial Interest ("shares") effective June 21, 1995.  The
offering period will expire June 20, 1997.  The minimum offering of 1,500
shares was reached on August 30, 1995.  The Trust's principal office is located
at 100 Second Street S.E., Cedar Rapids, Iowa 52401.  The Trust is a closed-end
investment company designed primarily as a long-term investment and not as a
trading vehicle.

Berthel Fisher & Company Planning, Inc. (the "Trust Advisor") is a corporation
organized under the laws of the State of Iowa on March 20, 1989.  The principal
office of the Trust Advisor is located at 100 Second Street S.E., Cedar Rapids,
Iowa 52401.  The Trust Advisor is an SEC Registered Investment Advisor
organized as a subsidiary of Berthel Fisher & Company ("Berthel Fisher") to
serve as a registered investment advisor.  All of the voting stock of the Trust
Advisor is owned by Berthel Fisher.  Berthel Fisher, a financial services
holding company, was formed in 1985 as an Iowa corporation to hold the stock of
Berthel Fisher & Company Financial Services, Inc. a broker-dealer registered
with the National Association of Securities Dealers, Inc.  Berthel Fisher &
Company Financial Services, Inc. is the ("Dealer Manager") for the Trust's
current offering of its Shares of Beneficial Interest.

     The Trust will terminate upon the liquidation of all of its investments,
but no later than December 31, 2005, or ten (10) years from the final closing
of the sale of its shares (the "Final Closing").  However, the independent
trustees  ("Trustees") have the right to extend the term of the Trust for up to
two (2) additional one-year periods if they determine that such extensions are
in the best interest of the Trust and in the best interest of the shareholders,
after which the Trust will liquidate any remaining investments as soon as
practicable but in any event within three (3) years.

     The investment objective of the Trust is to provide capital appreciation
potential and current income by investing primarily in subordinated debt,
preferred stock and related equity securities issued by small and medium sized
companies that are in need of capital and that the Trust Advisor believes offer
the opportunity for growth or appreciation of equity value while being able, if
required to do so, to service current yield bearing securities.  The Trust will
direct its investment efforts to small and medium sized companies which, in the
view of the Trust Advisor, will provide opportunities for significant capital
appreciation and prudent diversification of risk.  The Trust will seek
investments in a variety of companies and industries.  The securities of
portfolio companies purchased by the Trust typically will be rated below
investment grade, and more frequently, not rated at all.  The securities of
such portfolio companies will often have significant speculative
characteristics.

<PAGE>   4


Item 2.  Properties

         The Trust does not own or lease any real estate.

Item 3.  Legal Proceedings


     In May of 1996, the Trust made a secured loan in the amount of One Million
($1,000,000) Dollars In Soil Recovery Services, Inc. ("SRS") a Texas soil
remediation company.  Following several months of non-payment, in October,
1996, the Trust filed suit against SRS, the President of SRS, the investment
banking firm which brought SRS to the Trust and the principals of the
investment banking firm, in the United States District Court for the Northern
District of Iowa.  The Trust alleged that the Defendants engaged in
misrepresentation, fraud and various other securities violations and asked for
return of the full amount of the loan to SRS and other damages.  Since that
time, there have been various motions filed by the Defendants, including
alleged lack of jurisdiction and an attempt to remove the proceedings to
federal court in Texas.  In addition, in December, SRS filed to convert an
Involuntary Chapter 7 Bankruptcy proceeding to a Voluntary Chapter 11
Proceeding in Bankruptcy Court in San Antonio, Texas.  At the present time, the
parties are awaiting a ruling by the Judge in the Federal Court in Iowa on a
number of the motions which have been filed by the Defendants.  It is unknown
at this time what, if anything, the Trust will realize from the suit.

Item 4. Submission of Matters to a Vote of Shareholders

     No matters were submitted to a vote of shareholders, through the
solicitation of proxies or otherwise during the period covered by this report.


                                    PART II

Item 5. Market for the Registrant's Common Equity and Related Shareholder
        Matters:

            The Registrant's shares are not publicly traded.  There is no
            established public trading market for the Shares of Beneficial
            Interest of the Trust and it is unlikely that any will develop. The
            Trust Advisor will resist the development of a public market for
            the shares.


                               Number of Shareholders       Number of Shares of
                                      at                  Beneficial Interest at
Title of Class                   February 28, 1997           February 28, 1997
--------------------------------------------------------------------------------
Shares of Beneficial Interest         732                          8,987


            Distributions payable of $584,480 were accrued at December 31,
            1996.  This underwriting return is based on actual interest earned
            by the Trust on the investors funds held in escrow through the
            initial closing, plus 10% simple annual interest, computed on a
            daily basis from the initial closing (August 31, 1995) through
            December 31, 1996.


<PAGE>   5

Item 5. Market for the Registrant's Common Equity and Related Shareholder
        Matters: (Continued)

                 On July 30, 1996, the Trust made a special distribution of a
            portion of the investors underwriting return.  This special
            distribution amounted to $250,000 and was paid to investors of
            record as of June 30, 1996.

                 At the final closing, the Trust will have the obligation to
            distribute the lesser of all the cash earnings of the Trust earned
            during the offering period or the underwriting return.  There is no
            guarantee that the full underwriting return will be paid at the
            final closing.

Item 6.  Selected Financial Data
         ----------------------------------------

         The Trust had no activity prior to 1995.

          <TABLE>
          <CAPTION>
                                                                     February 10, 1995
                                                Year Ended         (date of inception) to
                                             December 31, 1995        December 31, 1995
         --------------------------------------------------------------------------------
         <S>                                     <C>                   <C>
         Total Assets                            $6,543,075            $4,396,815
         Net Decrease in Net Assets
         Resulting from Operations                $(879,654)           $  (14,683)
         Interest Income                           $411,551            $   54,566
         Management and Administrative Fees        $195,495            $   55,155
         Unrealized Loss on Investments          $1,000,000                  -0-
         Net Loss Per Beneficial Share            $ (122.07)           $    (4.64)
</TABLE>


    The above selected financial data should be read in connection with the
    financial statements and related notes appearing elsewhere in this report.


<PAGE>   6

Item 7.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations

RESULTS OF OPERATIONS:
                                                               February 10, 1995

<TABLE>
<CAPTION>
                                          Year Ended        (date of inception) to
    Description:                       December 31, 1996       December 31, 1995
    ------------                       -----------------------------------------
    <S>                                  <C>                         <C>
    Interest Income                         $411,551                 $54,566
    Management Fees                         $155,847                 $30,435
    Administrative Services                  $39,648                 $24,720
    Trustee Fees                             $44,000                  $8,000
    Audit and Accounting Fees                $33,150                     -0-
    Legal Expense                            $65,292                     -0-
    Unrealized Loss on Investments        $1,000,000                     -0-
</TABLE>


INTEREST INCOME:  The Trust has earned $185,108 of interest income from short
term temporary investments in 1996.  Interest from these short term investments
increased $130,542 from 1995.  On April 30, 1996, $2,180,000 of short term
money market investments were liquidated to acquire a 14% senior secured note
with VisionComm, Inc. ("VCI").  The VCI investment generated $201,443 of
interest income in 1996.  On May 31, 1996, $1,000,000 of money market funds
were liquidated to acquire a 15% convertible subordinated debenture issued by
Soil Recovery Systems, Inc. ("SRS").  The Trust received $25,000 of interest
payments on this investment in 1996.  No further interest income was recorded
for SRS in 1996.  See portfolio income investments for a further discussion of
these investments.

MANAGEMENT FEES:  The Trust pays the Trust Advisor an annual management fee
equal to 2.5% of the total assets of the Trust.  The increase of $125,412
from 1995 is attributed to the increase in the assets of the Trust.

ADMINISTRATIVE SERVICES:  Administrative services of $3,304 per month is paid
to the Dealer Manager for administration of shareholder accounts and other
administrative services.  The increase of $14,928 from 1995 is due to the
shorter operating period that this fee was assessed on in 1995.

TRUSTEE FEES:  As compensation for services rendered to the Trust, each
Independent Trustee is paid $12,000 annually plus $1,000 per Board meeting
attended up to a maximum of $24,000 in meeting fees per year.

AUDIT AND ACCOUNTING FEES:  The Trust incurred $13,500 for audit and tax
preparation fees relating to the 1995 financials and $13,500 has been accrued
for the audit and tax preparation fees relating to the 1996 financials.  The
Trust also incurred charges related to the auditors review of the Trust's
Securities and Exchange filings in 1996.


<PAGE>   7

Item 7.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations

LEGAL EXPENSE:  The legal expenses incurred are associated with the structuring
and monitoring of Trust activities and Trust investments. Additional legal
charges were incurred in connection with the Soil Recovery Services, Inc.
bankruptcy.

UNREALIZED LOSS ON INVESTMENTS:  As reported in the 3rd Quarter, 1996 10-Q,
Soil Recovery Services, Inc. ("SRS") experienced and continues to experience
severe cash flow problems and the Trust served a Notice of Default and a Notice
of Rescission on SRS and commenced litigation against key parties.  The last
interest payment received by the Trust was in July 1996.  SRS filed for Chapter
11 bankruptcy protection on December 12, 1996.  The Trust is continuing its
avenues of recovery through the bankruptcy court and litigation.  The Trust
believes it has a strong case, however, at this time it is unable to determine
the available assets of the defendants.  Accordingly, at this time, the Trust
has decided to recognize an unrealized loss of $1,000,000, the cost of the
investment.

SECURITIES AND EXCHANGE COMMISSION FILINGS:  On June 14, 1996, the Trust filed,
with the Securities and Exchange Commission, a Cumulative Supplement No. 2
("Sup. 2") to the prospectus dated June 21, 1995.  Sup. 2 provides for the
renewal of registration and extension of the offering period to June 20, 1997.

In addition to the extension of the offering period, the purpose of Sup. 2 was
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;
and d) report the financial statements of the Trust and Berthel Fisher &
Company Planning, Inc.

INVESTMENTS:


<TABLE>
<CAPTION>
  VISIONCOMM, INC.:                                     Cost       Valuation
  <S>                                          <C>                   <C>
  14% five year secured note receivable               $1 ,405,000    $1,405,000
  Warrants for 125,000 shares at $5 per share                 -0-           -0-
                                                      -------------------------
  Total                                                $1,405,000    $1,405,000
</TABLE>


VisionComm continues to install payphones and has acquired or contracted for a
greater number of private cable operations than originally projected to date.

Since (1.) the age of the Trust's investment is less than one year, (2.)
VisionComm, Inc. is performing satisfactorily, (3.) the Trust is adequately
collateralized, and (4.) the absence of any transaction that would imply a
different value, the Trustees have recommended that the Trust's investment in
VisionComm, Inc. be valued at its original cost less principal repayments.

The original investment was $2,180,000 at 14%.  VisionComm had principal
repayment of $775,000 in December 1996 and $275,000 in January 1997.  The
remaining $1,130,000 continues to perform at 14%.  The Trust continues to hold
warrants to purchase 21.5% of the company.  The principals of VisionComm
invested an additional $800,000 in the company prior to December 31, 1996.


<PAGE>   8

Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations (Continued)

           SOIL RECOVERY SERVICES, INC.:         Cost         Valuation

           Convertible subordinated debenture  $1,000,000        -0-


As reported in the 3rd Quarter, 1996 10-Q, Soil Recovery Services, Inc. ("SRS")
experienced and continues to experience severe cash flow problems and the Trust
served a Notice of Default and a Notice of Rescission on SRS and commenced
litigation against key parties.  The last interest payment received by the
Trust was in July 1996.  SRS filed for Chapter 11 bankruptcy protection on
December 12, 1996.  The Trust is continuing its avenues of recovery through the
bankruptcy court and litigation.  The Trust believes it has a strong case,
however, at this time it is unable to determine the available assets of the
defendants.  Accordingly, at this time, the Trust has decided to recognize an
unrealized loss of $1,000,000, the cost of the investment.

OTHER POTENTIAL PORTFOLIO COMPANIES AND TRUST ACTIVITIES:  The Trust signed a
Letter of Intent with a company in February 1997.  The proposed investment
terms call for a $2,000,000, six-year promissory note, at a rate of 14% per
annum.  The Trust is completing due diligence and finalization of legal
documents.  The Trust continues to receive and review inquiries for financing.
The Trust is also completing an application for the establishment of a small
business investment company ("SBIC").  The application is expected to be
completed and filed with the Small Business Administration ("SBA") by March 31,
1997.


LIQUIDITY AND CAPITAL RESOURCES:


<TABLE>
<CAPTION>                                                               February 10, 1995
                                               Year Ended            (date of inception) to
                                               December 31, 1996        December 31, 1995
                                               ---------------------------------------------
<S>                                            <C>                       <C>
Major Cash Source:
  Proceeds from issuance of beneficial shares    $3,763,000              $5,128,000

Major Cash Uses:
  Payments for syndication costs                 $  530,488                $743,716
  Distributions                                  $  250,000                    $-0-
  Net cash from investing activities             $2,405,000                $  5,000
</TABLE>


--------------------------------------------------------------------------------

Pending investment in enhanced yield investments, the Trust invested $4,993,174
in a money market mutual fund at December 31, 1996.

Distributions of $584,480 have been accrued as of December 31, 1996.  The Trust
will continue to accrue distributions based on 10% simple annual interest
computed on a daily basis from the initial closing (August 30, 1995) until the
Final Closing.

The Trust Advisor is not aware of any regulatory issues that may have a
substantial negative impact on the portfolio companies it is currently
researching for possible investment of Trust funds.

The effect of interest rate fluctuations and inflation on the current Trust
investments is negligible.

<PAGE>   9

Item 8. Financial Statements and Supplementary Data

            The following financial statements and related information as of
            the year ended December 31, 1996 and for the period February 10,
            1995 (Date of Inception) to December 31, 1995 are included in Item
            8:

               Independent Auditors' Report
               Statements of Assets and Liabilities
               Statements of Operations
               Statements of Changes in Net Assets
               Statements of Cash Flows
               Notes to Financial Statements

<PAGE>   10
BERTHEL GROWTH & INCOME TRUST I
Financial Statements for the
Year Ended December 31, 1996 and for the
Period February 10, 1995 (Date of Inception)
to December 31, 1995 and
Independent Auditors' Report

INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholders of
Berthel Growth & Income Trust I

We have audited the accompanying statements of assets and liabilities of
Berthel Growth & Income Trust I (the "Trust") as of December 31, 1996 and 1995,
and the related statements of operations, changes in net assets, and cash flows
for the year ended December 31, 1996 and for the period February 10, 1995 (date
of inception) to December 31, 1995.  These financial statements are the
responsibility of the Trust's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Trust at December 31, 1996 and 1995 and
the results of its operations and its cash flows for the year ended December
31, 1996 and for the period February 10, 1995 (date of inception) to December
31, 1995 in conformity with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, investments in securities
not readily marketable amounting to $1,405,000 as of December 31, 1996 have
been valued at fair value, as determined by the Board of Trustees ("Trustees").
We have reviewed the procedures applied by the Trustees in valuing such
securities and have inspected underlying documentation and, in the
circumstances, we believe that the procedures are reasonable and the
documentation appropriate.  However, because of the inherent uncertainty of
valuation, the Trustees' estimate of fair values may differ significantly from
the values that would have been used had a ready market existed for the
securities, and the differences could be material.


DELOITTE & TOUCHE LLP/s/
Cedar Rapids, Iowa
February 28, 1997


<PAGE>   11
BERTHEL GROWTH & INCOME TRUST I

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996 AND 1995
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                1996                1995
<S>                                                           <C>                <C>
ASSETS:
 Investments in securities (Note 2):
   VisionComm, Inc. note receivable (cost $1,405,000)         $1,405,000
   Soil Recovery Services, Inc. convertible subordinated
     debenture (cost $1,000,000)

 Cash                                                             97,025         $  102,269
 Temporary investment in money market securities               4,993,174          4,272,549
 Interest receivable                                              40,186             17,830
 Other assets                                                      7,690              4,167
                                                              ----------         ----------
    Total assets                                               6,543,075          4,396,815
                                                              ----------         ----------

LIABILITIES:

 Accounts payable and other accrued expenses                      23,594
 Distributions payable to shareholders (Note 5)                  584,480            126,787
 Due to affiliate (Note 3)                                        47,022             27,214
                                                              ----------         ----------
    Total liabilities                                            655,096            154,001
                                                              ----------         ----------

COMMITMENTS AND CONTINGENCIES

NET ASSETS (equivalent to $662.24) per share in 1996
 and $827.38 per share in 1995)                               $5,887,979         $4,242,814
                                                              ----------         ----------
Net assets consist of:
 Shares of beneficial interest, 25,000 shares authorized -
  8,891 and 5,128 shares issued and outstanding in
  1996 and 1995, respectively                                 $6,782,316         $4,257,497
 Undistributed net investment loss                              (894,337)           (14,683)
                                                              ----------         ----------
                                                              $5,887,979         $4,242,814
                                                              ----------         ----------
</TABLE>
See notes to financial statements.


                                     -2-
<PAGE>   12
BERTHEL GROWTH & INCOME TRUST I
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE PERIOD FEBRUARY 10, 1995 (DATE OF INCEPTION)
TO DECEMBER 31, 1995
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          1996        1995
<S>                                                <C>              <C>
REVENUES:
  Interest income                                   $    411,551    $ 54,566
  Commitment fees                                         63,600
                                                    ------------    --------
                                                         475,151      54,566
                                                    ------------    --------


EXPENSES:
  Management fees (Note 3)                               155,847      30,435
  Administrative services                                 39,648      24,720
  Trustee fees                                            44,000       8,000
  Audit and accounting fees                               33,150
  Legal expense                                           65,292
  Other general and administrative expenses               16,868       6,094
                                                    ------------    --------
       Total expenses                                    354,805      69,249
                                                    ------------    --------
NET INVESTMENT INCOME (LOSS)                             120,346     (14,683)
                                                    ------------    --------

UNREALIZED LOSS ON INVESTMENTS                        (1,000,000)
                                                    ------------    --------

NET DECREASE IN NET ASSETS
 RESULTING FROM OPERATIONS                          $   (879,654)   $(14,683)
                                                    ------------    --------

INVESTMENT INCOME PER BENEFICIAL SHARE              $      65.94    $  17.23

EXPENSES PER BENEFICIAL SHARE                             (49.24)     (21.87)
                                                    ------------    --------
NET INVESTMENT INCOME(LOSS)
 PER BENEFICIAL SHARE                                      16.70       (4.64)

UNREALIZED LOSS ON INVESTMENTS PER
 BENEFICIAL SHARE                                        (138.77)
                                                    ------------    --------

NET LOSS PER BENEFICIAL SHARE                       $    (122.07)   $  (4.64)
                                                    ------------    --------

WEIGHTED AVERAGE SHARES                                    7,206       3,167
</TABLE>                                            ------------    --------

See notes to financial statements.

                                     -3-
<PAGE>   13
BERTHEL GROWTH & INCOME TRUST I

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE PERIOD FEBRUARY 10, 1995 (DATE OF INCEPTION)
TO DECEMBER 31, 1995
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      SHARES OF
                                                                      BENEFICIAL
                                                                       INTEREST        AMOUNT
<S>                                                                    <C>           <C>
NET ASSETS AT FEBRUARY 10, 1995
 Proceeds from sales of shares of beneficial interest
  (initial capitalization)                                                 10        $   10,000

 Proceeds from sales of shares of beneficial interest                   5,118         5,118,000

 Net investment loss                                                                    (14,683)

 Syndication costs incurred                                                            (743,716)

 Distributions payable to shareholders                                                 (126,787)
                                                                      -------        ----------

NET ASSETS AT DECEMBER 31, 1995                                         5,128         4,242,814

 Net investment income                                                                  120,346

 Unrealized loss on investments                                                      (1,000,000)
                                                                      -------        ----------

 Net decrease in assets resulting from operations                                      (879,654)

 Proceeds from sales of shares of beneficial interest                   3,763         3,763,000

 Syndication costs incurred                                                            (530,488)

 Distributions to shareholders                                                         (250,000)

 Distributions payable to shareholders                                                 (457,693)
                                                                      -------        ----------

NET ASSETS AT DECEMBER 31, 1996                                         8,891        $5,887,979
                                                                      -------        ----------

</TABLE>
See notes to financial statements.

                                     -4-
<PAGE>   14
BERTHEL GROWTH & INCOME TRUST I

STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE PERIOD FEBRUARY 10, 1995 (DATE OF INCEPTION)
TO DECEMBER 31, 1995
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                            1996              1995
<S>                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net decrease in net assets                                               $  (879,654)      $   (14,683)
 Adjustments to reconcile net decrease in net assets to net cash
   flows from operating activities:
   Amortization of organizational costs                                         1,000               833
   Unrealized loss on investments                                           1,000,000
   Changes in operating assets and liabilities:
     Temporary investment in money market securities                         (720,625)       (4,272,549)
     Interest receivable                                                      (22,356)          (17,830)
     Other assets                                                              (4,523)
     Accounts payable and accrued expenses                                     23,594
     Due to affiliate                                                          19,808            27,214
                                                                          -----------       -----------
      Net cash flows from operating activities                               (582,756)       (4,277,015)
                                                                          -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Issuance of VisionComm, Inc. note receivable                              (2,180,000)
 Repayment of note receivable                                                 775,000
 Investment in Soil Recovery Services, Inc.                                (1,000,000)
 Payment of organizational costs                                                                 (5,000)
                                                                          -----------       -----------
      Net cash flows from investing activities                             (2,405,000)           (5,000)
                                                                          -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sales of shares of beneficial interest                       3,763,000         5,128,000
 Distribution payments to shareholders                                       (250,000)
 Syndication costs incurred                                                  (530,488)         (743,716)
                                                                          -----------       -----------
     Net cash flows from financing activities                               2,982,512         4,384,284
                                                                          -----------       -----------

NET INCREASE (DECREASE) IN CASH                                                (5,244)          102,269

CASH AT BEGINNING OF PERIOD                                                   102,269
                                                                          -----------       -----------

CASH AT END OF PERIOD                                                     $    97,025       $   102,269
                                                                          -----------       -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Noncash financing activities - Distributions payable to shareholders     $   584,480       $   126,787
                                                                          -----------       -----------
</TABLE>

See notes to financial statements


                                     -5-
<PAGE>   15




BERTHEL GROWTH & INCOME TRUST I

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1996 AND FOR THE PERIOD

FEBRUARY 10, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   BUSINESS- Berthel Growth & Income Trust I (the "Trust") is registered under
   the Investment Company Act of 1940, as amended, as a nondiversified,
   closed-end management investment company electing status as a business
   development company.  The Trust was formed on February 10, 1995 under the
   laws of the State of Delaware and received approval from the Securities and
   Exchange Commission to begin offering shares of beneficial interest
   ("Shares") effective June 21, 1995.  The Trust's investment objective is to
   achieve capital appreciation in the value of its net assets and to achieve
   current income principally by making investments through private placements
   in securities of small and medium sized privately and publicly owned
   companies.  Securities to be purchased will consist primarily of
   subordinated debt or preferred stock combined with equity participation in
   common stock or rights to acquire common stock.  The Trust is offering a
   minimum of 1,500 Shares and a maximum of 50,000 Shares at an offering price
   of $1,000 per Share.  The minimum offering of 1,500 Shares sold was reached
   on August 30, 1995.  The offering period will expire June 20, 1997.

   The Trust will terminate upon the liquidation of all of its investments, but
   no later than December 31, 2005, or ten years from the final closing of the
   sale of the Shares offered hereby, subject to possible extension for up to
   two additional one-year periods.

   Planning, Inc. (the "Trust Advisor") is the Trust's investment advisor and
   manager.  TJB Capital Management, Inc. (the "Corporate Trustee") provides
   certain management services necessary for the conduct of the Trust's
   business.  Shares are being offered by Berthel Fisher & Company Financial
   Services, Inc. (the "Dealer Manager").  Each of these three entities is a
   wholly owned subsidiary of Berthel Fisher & Company.

   USE OF ESTIMATES - The preparation of financial statements in conformity
   with generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the date
   of the financial statements and the reported amounts of revenues and
   expenses during the reporting period.  Actual results could differ
   significantly from those estimates.  Material estimates that are
   particularly susceptible to significant change in the near-term relate to
   the valuation of not readily marketable securities by the Trustees.

   TEMPORARY INVESTMENT IN MONEY MARKET SECURITIES - Pending investment in
   enhanced yield investments, the Trust has invested in money market
   securities with National Financial Services Corporation which are reported
   at market value, which approximates cost.

   ORGANIZATIONAL COSTS - Organizational costs were capitalized and are being
   amortized over five years using the straight-line method.

   INVESTMENTS IN SECURITIES - In accordance with accounting practices,
   investments that are not readily marketable are valued at fair value, as
   determined by the Board of Trustees ("Trustees").  The resulting difference
   between cost and market is included in the Statements of Operations.

<PAGE>   16

   In determining fair value for securities not readily marketable, investments
   are initially stated at cost until significant subsequent events and
   operating trends require a change in valuation.  Among the factors
   considered by the Trustees in determining fair value of investments are the
   cost of the investment, developments since the acquisition of the
   investment, the sales price of recently issued securities, the financial
   condition and operating results of the issuer, earnings trends and
   consistency of operating cash flows, the long-term business potential of the
   issuer, the quoted market price of securities with similar quality and yield
   that are publicly traded and other factors generally pertinent to the
   valuation of investments.  The Trustees, in making their evaluation, have
   relied on financial data of investees provided by the management of the
   investee companies.

   NET LOSS PER BENEFICIAL SHARE - Net loss per beneficial share is based on
   the weighted average of shares outstanding.

   RECLASSIFICATIONS - Certain amounts in the 1995 financial statements have
   been reclassified to conform to the 1996 financial statement presentation.

2.   INVESTMENTS




   The Trust has invested in a senior secured note issued by VisionComm, Inc.,
   which is primarily engaged in the telecommunications and private cable
   television business.  The five year note carries a 14% interest rate with
   interest only due the first year, due in equal monthly installments
   thereafter.

   The Trust has also invested $1,000,000 in a convertible subordinated
   debenture issued by Soil Recovery Services, Inc. ("SRS").  The debenture is
   for a seven year term with an annual interest rate of 15% with no prepayment
   penalty.  Interest only is due the first two years with equal principal
   payments due at the end of years three through seven.  The debenture can be
   converted at any time at a conversion rate that will provide the Trust with
   approximately 21.5% of common stock of SRS.

   SRS experienced and continues to experience severe cash flow problems and
   the Trust served a Notice of Default and a Notice of Rescission on SRS and
   commenced litigation against key parties. The last interest payment received
   by the Trust was in July 1996. SRS filed for Chapter 11 bankruptcy
   protection on December 12, 1996. The Trust is continuing its avenues of
   recovery through the bankruptcy court and litigation.

   The Trust has recognized an unrealized loss of $1,000,000 for SRS as
   management believes that SRS is insolvent and will be unable to make
   payments pursuant to the convertible subordinated debenture.

3. RELATED PARTY TRANSACTIONS

   The Trust has entered into a management agreement with the Trust Advisor
   that provides for incentive compensation to the Trust Advisor based on the
   capital appreciation of the Trust's investments.  The Trust pays the Trust
   Advisor an annual management fee equal to 2.5% of the value of the assets of
   the Trust.  The management fee is paid quarterly, in arrears, and is
   determined by reference to the value of the assets of the Trust as of
   the first day of that quarter.  Management fees incurred during the periods
   ended December 31, 1996 and 1995 relating to this agreement aggregated
   $155,847 and $30,435, respectively.

<PAGE>   17

   In addition, the Trust paid the Dealer Manager $39,648 and $24,720 during
   the periods ended December 31, 1996 and 1995, respectively, for
   administration of shareholder accounts and other administrative services.

4.   SYNDICATION COSTS

   As part of the issuance of Shares, the Trust has paid certain fees described
   below to the Dealer Manager, Trust Advisor and Corporate Trustee.  These
   syndication costs have been treated as a direct reduction of net assets.

   The Trust compensates the Dealer Manager through selling commissions and a
   wholesale marketing fee in conjunction with the offering of Shares, and
   reimbursement of due diligence expenses.  Selling commissions vary between
   7% and 2% of the aggregate purchase price of all Shares sold, depending on
   the number of Shares purchased by the investor.  Selling commissions paid
   during the periods ended December 31, 1996 and 1995 aggregated $236,410 and
   $321,300, respectively.  The wholesale marketing fee of $94,075 and $127,950
   is equal to 2.5% of the public offering price of all Shares sold during the
   periods ended December 31, 1996 and 1995, respectively.  Due diligence
   expenses totaled $3,668 and $27,196 during the periods ended December 31,
   1996 and 1995, respectively.

   The Trust pays organizational and offering expenses paid or incurred by the
   Trust Advisor in connection with organizing the Trust and offering the
   Shares.  The amount of reimbursement may not exceed 4% of the aggregate
   purchase price of all Shares sold.  During the periods ended December 31,
   1996 and 1995, respectively, these reimbursement costs aggregated $150,520
   and $204,720.  Any organizational and offering expenses (excluding the
   expenses mentioned above) of the Trust in excess of this amount will be paid
   by the Trust Advisor.

   The Trust paid the Corporate Trustee a fee equal to .5% of the aggregate
   purchase price of all Shares sold aggregating $18,815 and $25,590 during the
   periods ended December 31, 1996 and 1995, respectively.

5.   DISTRIBUTIONS PAYABLE TO SHAREHOLDERS

   Distributions payable is based on actual interest earned by the Trust on the
   investors funds held in escrow through the initial closing, plus 10% simple
   annual interest, computed on a daily basis from the initial closing (August
   31, 1995) through December 31, 1996, less distributions.

   At the final closing, the Trust will distribute the lesser of all the cash
   earnings of the Trust earned during the offering period or the underwriting
   return.  There is no guarantee that the full underwriting return will be
   paid at the final closing.

6. FEDERAL INCOME TAXES

   The Trust has received an opinion from counsel that it will be treated as a
   partnership for federal income tax purposes.  As such, under present income
   tax laws, no income taxes will be reflected in these financial statements as
   taxable income or loss of the Trust is included in the income tax returns of
   the investors.


                                   * * * * *

<PAGE>   18

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

               None

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

         A management board consisting of the Independent Trustees and
         the Trust Advisor is responsible for the management of the Trust
         and its business.

         Trustees of the Registrant:

                       Corporate Trustee - TJB Capital Management, Inc. was
                  organized as a Delaware corporation on January 25, 1995 for
                  the purpose of organizing the Trust.  The principal office of
                  the Corporate Trustee is located at 1105 N. Market Street,
                  Suite 1300, Wilmington, Delaware, 19801.  The Corporate
                  Trustee is an affiliate of the Trust Advisor.

                       Henry T. Madden  (Age 66) - Mr. Madden is an Independent
                  Trustee of the Trust.  He was awarded a B.S.M.E. from the
                  University of Notre Dame in 1951 and an M.B.A. from the
                  University of Pittsburgh in 1966.  He began his career as an
                  Industrial Engineer, then Quality Control Manager in
                  Technical Ceramics for 3M Company in Chattanooga, Tennessee.
                  He became Manager of Production Engineering, then Manager for
                  a 1,500 employee, $50  million in sales Allis-Chalmers Plant,
                  manufacturing power and distribution transformers in
                  Pittsburgh, Pennsylvania.  In 1966, he became General Plant
                  Manager of the Allis-Chalmers, Cedar Rapids, Iowa Plant
                  manufacturing construction machinery.  In 1969, Mr. Madden
                  became Division Manager for Hydraulic Truck Cranes for
                  Harnischfeger Corporation.  In 1975 Mr. Madden became
                  President, Harnischfeger GMBH in Dortmund, West Germany, a
                  joint venture with August Thyssen A.G. of West Germany,
                  manufacturing truck cranes, creating a 100 million deutsche
                  mark business.  He also served as Managing Director for
                  Harnischfeger International Corporation for Europe, East
                  Europe, and North and West Africa, responsible for all
                  product sales in those areas.  In 1981, Mr. Madden became a
                  consultant to and assumed the responsibilities of General
                  Manager of Oak Hill Engineering Inc. in Cedar Rapids, Iowa,
                  manufacturing wire harnesses.  In 1983, he started a company,
                  Enertrac Inc., designing, manufacturing and marketing
                  communications systems.  Mr. Madden financed Enertrac Inc.
                  through an initial public offering and merged it into another
                  company in 1986.  Mr. Madden organized the Institute for
                  Entrepreneurial Management in the University of Iowa College
                  of Business Administration in 1986, advising potential and
                  new

<PAGE>   19
                  entrepreneurs and teaching courses on entrepreneurship in
                  the MBA program.  He also teaches courses in Corporate
                  Strategy in the Executive MBA and MBA programs.  Mr. Madden
                  has been consulting with developmental stage companies since
                  1981.

                       Henry Royer (Age 64) - Mr. Royer is an Independent
                  Trustee of the Trust.  He graduated in 1953 from Colorado
                  College with a B.A. in Money and Banking.  From 1950 until
                  1962, Mr. Royer was employed for four years by Pillsbury
                  Mills and for four years by Peavey Company as a grain
                  merchandiser.  From 1962 through 1965 he was employed as
                  Treasurer and served on the Board of Lehigh Sewer Pipe and
                  Tile.  Mr. Royer joined First National Bank of Duluth in
                  1965, where he served in various capacities, including
                  Assistant Cashier, Assistant Vice President, Assistant
                  Manager of the Commercial Loan Department and Senior Vice
                  President in Charge of Loans.  When he left the bank in 1983
                  he was serving as Executive Vice President/Loans.  He then
                  joined The Merchants National Bank of Cedar Rapids (currently
                  Firstar Bank Cedar Rapids, N.A.) where he served as Chairman
                  and President until August, 1994.  Since September, 1994, Mr.
                  Royer has been the President and Chief Executive Officer of
                  River City Bank, Sacramento, California.


     Executive Officers and Directors of the Trust Advisor:

                  Thomas J. Berthel (age 44) - Mr. Berthel serves as Chief
                  Executive Officer and Chairman of the Board of the Trust
                  Advisor and as the Chief Executive Officer of Berthel Fisher
                  & Company, the parent company of the Trust Advisor and the
                  Dealer Manager.  He has held these positions since 1985.
                  Until June, 1993, Mr. Berthel served as President of the
                  Dealer Manager.  From 1993 until the present he has served as
                  Chief Executive Officer and as a Director of the Dealer
                  Manager.  Mr. Berthel is also President and a Director of
                  various other subsidiaries of Berthel Fisher & Company that
                  act or have acted as general partners of separate private
                  leasing programs and two publicly sold leasing programs.  He
                  serves as the Chairman of the Board of Amana Colonies Golf
                  Course, Inc., and, in November 1995, he was elected to the
                  Board of Directors of Intellicall, Inc., an advanced
                  telecommunications technologies company in Carrollton, Texas.
                  Mr. Berthel holds a Financial and Operation Principal
                  license issued by the National Association of Securities
                  Dealers, Inc.  He is also a Certified Life Underwriter.  Mr.
                  Berthel holds a bachelor's degree from St. Ambrose College in
                  Davenport, Iowa (1974).  He also holds a Master's degree in
                  Business Administration from the University of Iowa in Iowa
                  City, Iowa (1993).

<PAGE>   20
                 James D. Thorp (Age 37) - Mr. Thorp is the President and
                 Managing Director of the Trust Advisor.  As such he is the
                 person primarily responsible for the day-to-day management of
                 the Trust's portfolio.  He was elected as a Director of Berthel
                 Fisher & Company in April, 1994.  He serves as Vice President -
                 Investment Banking of Berthel Fisher & Company Financial
                 Services, Inc., the Dealer Manager, a position he has held
                 since 1993.  In this position he is responsible for all the
                 investment banking, corporate finance and due diligence
                 activities of the Dealer Manager.  During his tenure in this
                 position he has been responsible for, directed and completed
                 nine private financings for company clients totaling over $20
                 million.  From 1983 to 1992, Mr. Thorp served in various
                 positions and finally as Principal for Allsop Venture Partners
                 II and its affiliates, a private equities investment management
                 concern managing over $105 million in capital invested in over
                 80 portfolio companies.  These companies spanned a myriad of
                 industries and involved many transaction types that covered the
                 spectrum of private equities investing, from seed investments
                 to later stage expansions and turnaround financing to leveraged
                 buyouts. During his tenure at Allsop Venture Partners III he
                 reviewed and analyzed business plans for potential financings
                 of over $1.5 billion,  performed due diligence on projects
                 representing potential financings of over $200 million.  The
                 funds under management while Mr. Thorp was at Allsop Venture
                 Partners III and its affiliates consistently yielded twice the
                 average internal rate of return generated by similar private
                 equities investment firms.  He has served as a director and on
                 the boards of seven portfolio companies and is a past member of
                 the National Venture Capital Association, the National
                 Association of Small Business Investment Companies and the
                 Midwest Regional Association of Small Business Investment
                 Companies.  He is a graduate of the Ninth Annual Management
                 Institute of the National Association of Small Business
                 Investment Companies.  Mr. Thorp received a Bachelor of Science
                 degree in Business Administration in 1981 from Oklahoma State
                 University. In 1983 he was awarded a Master of Business
                 Administration - Finance from the Wharton School, University of
                 Pennsylvania.

                       Ronald O. Brendengen (Age 41) - Mr. Brendengen is the
                  Chief Financial Officer, Treasurer and a Director of the
                  Trust Advisor.  He has served since 1985 as Controller and
                  since 1987 as the Treasurer and a Director of Berthel Fisher
                  & Company, the parent company of the Trust Advisor.  He was
                  elected Secretary and Chief Financial Officer of Berthel
                  Fisher & Company in 1994.  He also serves as Treasurer and a
                  Director of each subsidiary of Berthel Fisher & Company.  Mr.
                  Brendengen holds a certified public accounting certificate
                  and worked in public accounting during 1984 and 1985.  From
                  1979 to 1984, Mr. Brendengen worked in various capacities for
                  Morris Plan and MorAmerica Financial Corp., Cedar Rapids,
                  Iowa.  Mr. Brendengen attended the University of Iowa before
                  receiving a bachelor's degree in Accounting and Business
                  Administration

<PAGE>   21

                  with a minor in Economics from Mt. Mercy College, Cedar
                  Rapids, Iowa in 1978.

                       Leslie D. Smith (Age 48) - Mr. Smith is a Director and
                  the Secretary of the Trust Advisor.  In 1994 Mr Smith was
                  named General Counsel of Berthel Fisher & Company.  Mr. Smith
                  was awarded his B.A. in Economics in 1976 from Iowa Wesleyan
                  College, Mount Pleasant, Iowa, and his J.D. in 1980 from the
                  University of Dayton School of Law, Dayton, Ohio.  Mr. Smith
                  was employed as Associate Attorney and as a Senior Attorney
                  for Life Investors Inc., Cedar Rapids, Iowa, from 1981
                  through 1985 where he was responsible for managing mortgage
                  and real estate transactions.  From 1985 to 1990 Mr. Smith
                  was General Counsel for LeaseAmerica Corporation, Cedar
                  Rapids, Iowa.  In that capacity, Mr. Smith performed all
                  duties generally associated with the position of General
                  Counsel.  From 1990 to 1992, Mr. Smith was Operations Counsel
                  for General Electric Capital Corporation located in Cedar
                  Rapids, Iowa. From 1993 to 1994, Mr. Smith was employed as
                  Associate General Counsel for Gateway 2000, Inc. in North
                  Sioux City, South Dakota.

<PAGE>   22
Item 11.  Executive Compensation
          ----------------------

          Set forth is the information relating to all direct renumeration
          paid or accrued by the Registrant during the period.

<TABLE>
<CAPTION>

(A)                   (B)                (C)                   (C1)   C2)             (D)

                                                                      Securities of
                                                                           property
                                                                          insurance   Aggregate
                                                                        benefits or   of
                                         Cash and Cash                reimbursement   contingent
Name of Individual    Capacities in      equivalent forms                   personal   or forms of
persons in group      which served       of remuneration       Fees        benefits   remuneration
--------------------------------------------------------------------------------------------------
<S>                 <C>                      <C>              <C>          <C>            <C>
TJB Capital
Management, Inc.    Corporate Trustee        $0               $18,815      $0             $0

Henry T. Madden     Independent Trustee      $0               $22,000      $0             $0

Henry Royer         Independent Trustee      $0               $22,000      $0             $0

                                             -----------------------------------------------------
                                             $0               $62,815      $0             $0
                                             =====================================================

The  Trust paid the Trust Advisor $155,847 for management fees and $150,520
     for reimbursement of organizational and offering expenses.


</TABLE>

<PAGE>   23


Item 12.    Security Ownership of Certain Beneficial Owners and Management

            No person owns of record, or is known by the Registrant to own
            beneficially, more than five percent of the shares.

Item 13.    Certain Relationships and Related Transactions

            Related party transactions are described in Notes 3 and 4 of Notes
            to Financial Statements.  See Item 8.

                                    PART IV


<TABLE>
<S>       <C>               <C>               <C>                   <C>
Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K


          (a) 1. Financial Statements                                Page No.
                                                                     --------
         Statements of Assets and Liabilities at December 31, 1996
         and December 31, 1995                                           11

         Statements of Operations for the Year Ended December 31,
         1996 and for the Period February 10, 1995 (Date of Inception)
         to December 31, 1995                                            12

         Statements of Changes in Net Assets for the Year Ended
         December 31, 1996 and for the Period February 10,
         1995 (Date of Inception) to December 31, 1995                   13

         Statements of Cash Flows for the Year Ended December 31,
         1996 and for the Period February 10, 1995  (Date of Inception)
         to December 31, 1995                                            14

         Notes to Financial Statements                                   15


         2. Financial Statement Schedules - None

     (b) Reports on Form 8-K

          None

         3. Exhibits


            3.1  Certificate of Trust
            3.2  Declaration of Trust
           10.1  Management Agreement between the Trust and the Trust Advisor
           10.2  Safekeeping Agreement between the Trust and Firstar Bank Cedar
                 Rapids, N.A.
           16.0  Letter re change in certifying accountant


</TABLE>

<PAGE>   24

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

     BERTHEL GROWTH & INCOME TRUST I



March 27, 1997    By:  Thomas J. Berthel/s/
---------------   ---------------------------------------------------
Date              THOMAS J. BERTHEL, Chief Executive Officer (principal
                  executive officer) of Berthel Fisher & Company Planning,
                  Inc., Trust Advisor


March 27, 1997    By:  Ronald O. Brendengen/s/
---------------   ---------------------------------------------------
Date              RONALD O. BRENDENGEN, Chief Financial Officer and Treasurer
                  (principal financial officer) of Berthel Fisher & Company
                  Planning, Inc., Trust Advisor




     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

March 27, 1997    By: Thomas J. Berthel/s/
--------------    ------------------------------------------------------------
Date              THOMAS J. BERTHEL, Chairman and Director of Berthel Fisher &
                  Company, Berthel Fisher & Company Planning, Inc., Trust
                  Advisor

March 27, 1997    By: Ronald O. Brendengen/s/
--------------    ------------------------------------------------------------
Date              RONALD O. BRENDENGEN, Director of Berthel Fisher & Company
                  Planning, Inc., Trust Advisor

March 27, 1997    By:   James D. Thorp/s/
--------------    ------------------------------------------------------------
Date              JAMES D. THORP, Director of Berthel Fisher & Company Planning,
                  Inc., Trust Advisor

March 27, 1997    By:     Leslie D. Smith/s/
--------------    ---------------------------------------------------
Date              LESLIE D. SMITH, Director of Berthel Fisher & Company
                  Planning, Inc., Trust Advisor

March 27, 1997    By:    Henry Royer/s/
--------------    ---------------------------------------------------
Date              HENRY ROYER, Independent Trustee of Berthel Growth & Income
                  Trust I

March 27, 1997    By:  Thomas J. Berthel/s/
--------------    ---------------------------------------------------
Date              THOMAS J. BERTHEL, Chairman of the Board and Chief Executive
                  Officer of TJB Capital Management, Inc., Trustee of Berthel
                  Growth & Income Trust I

March 27, 1997    By:  Daniel P. Wegmann/s/
--------------    ---------------------------------------------------
Date              DANIEL P. WEGMANN, Controller of Berthel Fisher & Company
                  Planning, Inc., Trust Advisor



<PAGE>   25
                                 EXHIBIT INDEX


      3.1  Certificate of Trust (1)
      3.2  Declaration of Trust (2)
     10.1  Management Agreement between the
             Trust and the Trust Advisor (3)
     10.2  Safekeeping Agreement between the Trust
              and Firstar Bank Cedar Rapids, N.A. (4)
     16.0  Letter re change in certifying accountant (5)

     -----------------

      (1)  Incorporated by reference to the Trust's Registration
           Statement on Form N-2, filed with the Commission on February 14,
           1995 (File No. 33-89605).

      (2)  Incorporated by reference to Pre-Effective Amendment No. 3 to
           the Trust's Registration Statement on Form N-2, filed with the
           Commission on June 21, 1995 (File No. 33-89605).

      (3)  Incorporated by reference to Pre-Effective Amendment No. 1 to
           the Trust's Registration Statement on Form N-2, filed with the
           Commission on May 9, 1995 (File No. 33-89605).

      (4)  Incorporated by reference to Pre-Effective Amendment No. 2 to
           the Trust's Registration Statement on Form N-2, filed with the
           Commission on June 12, 1995 (File No. 33-89605).

      (5)  Incorporated by reference to Form 8-K filed with the
           Commission on October 13, 1995 (File No. 33-895056).