GemCom, LLC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number

811-22572

Multi-Strategy Growth & Income Fund

(Exact name of registrant as specified in charter)

80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Address of principal executive offices)

(Zip code)

James Ash

Gemini Fund Services, LLC, 80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)

Registrant's telephone number, including area code:

631-470-2619

Date of fiscal year end:

2/28

Date of reporting period: 11/30/13

Item 1. Schedule of Investments.


Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited)
November 30, 2013
Shares	Security		Market Value

	COMMON STOCK - 12.92 %
	AGRICULTURE - 0.31 %
6,500	Reynolds American, Inc.		$ 327,925

	BANKS - 0.66 %
7,000	Bank of Hawaii Corp. ^		414,050
4,000	Bank of Montreal		279,000
			693,050
	CHEMICALS - 0.35 %
6,000	Du Pont (EI) De Nemours & Co. ^		368,280

	COMPUTERS - 0.27 %
5,700	Seagate Technology PLC ^		279,528

	ELECTRIC - 0.54 %
3,500	Entergy Corp.		216,615
11,500	PPL Corp.		353,165
			569,780
	ENVIRONMENTAL CONTROL - 0.26 %
6,000	Waste Management, Inc. ^		274,080

	FOOD - 0.15 %
3,000	Kraft Foods Group, Inc.		159,360

	GAS - 0.77 %
7,000	AGL Resources, Inc.		325,780
15,000	NGL Energy Partners LP ^		487,200
			812,980
	OIL & GAS - 0.48 %
13,000	Crestwood Equity Partners LP		199,940
5,000	Diamond Offshore Drilling, Inc. ^		300,250
			500,190
	PHARMACEUTICALS - 1.03 %
7,500	Eli Lilly & Co. ^		376,650
7,000	Merck & Co., Inc.		348,810
4,500	Novartis AG - ADR ^		356,040
			1,081,500
	PIPELINES - 5.00 %
6,000	Buckeye Partners LP ^		408,540
20,000	Crestwood Midstream Partners LP ^		452,800
6,661	DCP Midstream Partners LP		320,927
12,000	El Paso Pipeline Partners LP ^		498,960
14,000	Enbridge Energy Partners LP		421,260
7,000	Energy Transfer Partners LP		379,120
5,500	Kinder Morgan Energy Partners LP ^		450,835
400	MarkWest Energy Partners LP ^		27,628
21,000	NuStar GP Holdings LLC ^		643,020



Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2013
Shares	Security		Market Value

	PIPELINES - 5.00 % (Continued)
7,000	Targa Resources Partners LP ^		$ 357,350
10,000	TC Pipelines LP ^		490,000
7,000	TransMontaigne Partners LP		294,840
10,000	Williams Partners LP ^		513,900
			5,259,180
	SEMICONDUCTORS - 0.69 %
16,000	Intel Corp.		381,440
8,000	Microchip Technology, Inc. ^		346,320
			727,760
	SOFTWARE - 0.39 %
12,500	CA, Inc. ^		412,500

	TELECOMMUNICATIONS - 0.30 %
9,000	AT&T, Inc. ^		316,890

	TOYS/GAMES/HOBBIES - 0.14 %
2,800	Hasbro, Inc. ^		150,696

	TRANSPORTATION - 1.58 %
12,500	Golar LNG Partners LP		399,750
10,000	Martin Midstream Partners LP ^		449,100
9,500	Teekay LNG Partners LP ^		390,450
13,000	Teekay Offshore Partners LP		426,660
			1,665,960

	TOTAL COMMON STOCK		13,599,659
	(Cost - $12,482,179)

	EXCHANGE TRADED FUND - 0.30 %
	EQUITY FUND - 0.30 %
10,000	ProShares UltraShort S&P 500 *		313,200
	TOTAL EXCHANGE TRADED FUND
	(Cost - $324,037)

	REAL ESTATE INVESTMENT TRUSTS - 54.92 %
1	Aim Infrastucture #		910,300
507,400	American Realty Capital Healthcare Trust #		3,703,075
553,514	American Realty Capital New York Recovery #		5,120,000
109,521	American Realty Properties Trust		1,435,820
553,514	American Realty Capital Retail Centers of America Inc. #		5,120,000
165,189	American Realty Capital Trust IV #		5,026,707
188,108	American Realty Capital Trust V #		4,525,313
200,547	Carey Watermark Investors, Inc #		1,906,685
501,489	Cottonwood Residential, Inc. #		2,983,861
524,865	CV Mission Critical REIT #		4,855,000
198,378	Hines Global REIT, Inc. #		1,886,380
11,000	Hospitality Properties Trust		298,870
764,346	NorthStar Real Estate Inccome Trust #		7,823,341
553,514	Philip Edison Shopping Center REIT #		5,120,000
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2013
Shares	Security		Market Value

	REAL ESTATE INVESTMENT TRUSTS - 54.92 % (Continued)
14,000	Senior Housing Propoperties Trust		$ 317,100
388,953	Steadfast Income REIT #		3,683,388
218,219	United Development Funding IV #		3,053,014
	TOTAL REAL ESTATE INVESTMENT TRUSTS		57,768,854
	(Cost - $57,180,943)

	BUSINESS DEVELOPMENT CORPORATIONS - 18.94 %
943,186	Business Development Corporation of America #		9,771,410
762,292	Corporate Capital Trust #		7,897,345
238,450	Sierra Income Corp. #		2,249,775
	TOTAL BUSINESS DEVELOPMENT CORPORATIONS		19,918,530
	(Cost - $19,516,150)

		Interest Rate (%)
	PREFERRED STOCK - 9.97 %
	BANKS - 2.14 %
11,000	Cullen/Frost Bankers, Inc.	5.375	233,310
23,500	DB Cont Capital Trust V	8.050	643,430
5,000	First Republic Bank	6.700	124,450
25,000	JPM Chase Capital XXIX	6.700	645,750
24,046	SVB Capital II	7.000	608,845
			2,255,785
	CLOSED-END FUNDS - 0.48 %
20,000	General American Investors Co., Inc.	5.950	510,000

	DIVERSIFIED FINANCIAL SERVICES - 1.29 %
27,000	Morgan Stanley Capital Trust VI	6.600	672,570
14,500	SLM Corp	6.970	688,025
			1,360,595
	ELECTRIC - 1.49 %
6,772	Duquesne Light Co.	6.500	335,214
28,500	Nextera Energy Capital	8.750	728,745
24,000	SCE Trust I	5.625	503,280
			1,567,239
	INSURANCE - 1.12 %
20,000	Aegon NV	7.250	505,400
26,000	Partnerre Ltd	7.250	670,800
			1,176,200
	REITS - 3.45 %
21,198	BRE Properties, Inc.	6.750	529,102
30,000	Commonwealth REIT	7.250	683,700
25,000	Digital Realty Trust, Inc.	7.000	596,250
26,160	Health Care REIT, Inc.	6.500	628,886
21,000	Realty Income Corp	6.750	525,840
27,500	Vorndao Realty Trust	6.625	661,375
			3,625,153

	TOTAL PREFERRED STOCK		10,494,972
	(Cost - $10,867,109)
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2013
Shares	Security		Market Value

	SHORT-TERM INVESTMENT - 2.87 %
	MONEY MARKET FUND - 2.87 %
3,017,855	AIM STIT-Government & Agency Portfolio, 0.06% +		3,017,855
	TOTAL SHORT-TERM INVESTMENT
	(Cost - $3,017,855)

	TOTAL INVESTMENTS - 99.92%
	(Cost - $103,388,273) (a)		$ 105,113,070
	CALL OPTIONS WRITTEN - (0.30) %		(319,270)
	OTHER ASSETS LESS LIABILITIES - 0.38 %		399,131
	NET ASSETS - 100.00 %		$ 105,192,931

* Non-income producing.

# Fair Value estimated using Fair Valuation Procedures adopted by the Board of Trustees. Total value of such securitites is $75,635,594 or 71.90% of net assets.

+ Money market fund; interest rate reflects the seven-day effective yield on November 30, 2013.

^ Each position is subject to written call options.

ADR - American Depositary Receipt

REIT - Real Estate Investment Trust

(a) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes including call options written is $103,330,713 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:


	Unrealized appreciation:	$ 4,349,195
	Unrealized depreciation:	(2,566,838)
	Net unrealized appreciation:	$ 1,782,357

Contracts (1)	SCHEDULE OF CALL OPTIONS WRITTEN - (0.30) %	Market Value
70	AT&T, Inc.	$ 140
	Expiration January 2014, Exercise Price $40.00
70	Bank of Hawaii Corp.	11,900
	Expiration April 2014, Exercise Price $60.00
50	Buckeye Partners LP	1,250
	Expiration February 2014, Exercise Price $75.00
125	CA, Inc.	15,000
	Expiration February 2014, Exercise Price $33.00
50	Crestwood Midstream Partners	12,000
	Expiration April 2014, Exercise Price $22.50
35	Diamond Offshore Drilling, Inc.	70
	Expiration December 2013, Exercise Price $67.75
60	Du Pont (EI) De Nemours & Co.	15,180
	Expiration January 2014, Exercise Price $60.00
120	El Paso Pipeline Partners LP	15,000
	Expiration June 2014, Exercise Price $42.50
55	Eli Lilly & Co.	165
	Expiration January 2014, Exercise Price $60.00
28	Hasbro, Inc.	17,360
	Expiration January 2014, Exercise Price $47.50
45	Kinder Morgan Energy Partners	45
	Expiration January 2014, Exercise Price $92.50
4	MarkWest Energy Partners	1,960
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2013
Contracts (1)	Security	Market Value

	SCHEDULE OF CALL OPTIONS WRITTEN - (0.30) % (Continued)
	Expiration January 2014, Exercise Price $65.00
100	Martin Midstream Partners LP	500
	Expiration January 2014, Exercise Price $50.00
80	Microchip Technology, Inc.	28,000
	Expiration January 2014, Exercise Price $40.00
150	NGL Energy Partners LP	9,750
	Expiration April 2014, Exercise Price $35.00
45	Novartis AG - ADR	19,800
	Expiration January 2014, Exercise Price $75.00
210	NuStar GP Holdings LLC	75,600
	Expiration June 2014, Exercise Price $30.00
57	Seagate Technology PLC	52,725
	Expiration January 2014, Exercise Price $40.00
70	Targa Resources Partners LP	700
	Expiration December 2013, Exercise Price $55.00
100	TC Pipelines LP	2,000
	Expiration May 2014, Exercise Price $55.00
130	Teekay Offshore Partners LP	3,900
	Expiration February 2014, Exercise Price $35.00
60	Waste Management, Inc.	34,500
	Expiration January 2014, Exercise Price $40.00
75	Williams Partners LP	1,725
	Expiration January 2014, Exercise Price $55.00
	TOTAL CALL OPTIONS WRITTEN	319,270
	(Proceeds - $247,838)

(1) Each option contract allows the holder of the option to purchase 100 shares of the underlying stock.

Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale such securities shall be valued at the mean of the closing bid and asked prices on the day of valuation. Short-term investments that mature in 60 days or less are valued at amortized cost, provided such valuations represent fair value. If no "bid" or "last sale price" exists, then a mid-price between zero and "ask" will be used each day on outstanding options.

When price quotations for certain securities are not readily available, or if the available quotations are not believed to be reflective of market value by the Advisor, those securities will be valued at “fair value” as determined in good faith by the RJL Capital Management, LLC (the “Advisor”) Valuation Committee using procedures adopted by and under the supervision of the Fund’s Board of Trustees (the “Board”). There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s Net Asset Value (“NAV”).

Fair valuation procedures may be used to value a substantial portion of the assets of the Fund. A Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Advisor determines that the quotation or price for a portfolio security provided by a broker-dealer or independent pricing service is inaccurate.

The “fair value” of securities may be difficult to determine and thus judgment plays a greater role in the valuation process. The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality.

Multi-Strategy Growth & Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)

November 30, 2013

The values assigned to fair valued investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Imprecision in estimating fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material.

The Fund invests in some securities which are not traded and the Valuation Committee has established a methodology for fair value of each type of security. Non-traded REITs that are in the public offering period (or start-up phase) and according to management’s fair valuation methodology are valued at cost unless the REIT issues an updated valuation. The Fund generally purchases REITs, net of sales commissions, at Net Asset Value (NAV) or without a commission. However, start-up REITs amortize a significant portion of their start-up costs and therefore potentially carry additional risks that may impact valuation should the REIT be unable to raise sufficient capital and execute their business plan. As such, start-up REITs pose a greater risk than seasoned REITs because, if they encounter going concern issues, they may see significant deviation in value from the fair value, cost basis approach as represented. Management is not aware of any information which would cause a change in cost basis valuation methodology currently being utilized for non-traded REITs in their offering period. Once a REIT closes to new investors, the Fund values the security based on the movement of an appropriate market index or a similar security that is publicly traded until the REIT issues an updated market valuation. Other non-traded private investments are monitored for any independent audits of the security or impairments reported on the potential value of the security. The Valuation Committee meets frequently to discuss the valuation methodology and will adjust the value of a security if there is a public update to such valuation.

The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Multi-Strategy Growth & Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)

November 30, 2013

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of November 30, 2013 for the Fund’s assets and liabilities measured at fair value:

Assets	Level 1	Level 2	Level 3	Total
Common Stocks	$ 13,599,659	$ -	$ -	$ 13,599,659
Exchange Traded Fund	313,200	-	-	313,200
Real Estate Investment Trusts	2,051,790	26,948,435	28,768,629	57,768,854
Business Development Corporations	-	19,918,530	-	19,918,530
Preferred Stock	10,494,972	-	-	10,494,972
Short-Term Investment	3,017,855	-	-	3,017,855
Total	$ 29,477,476	$ 46,866,965	$ 28,768,629	$ 105,113,070

Liabilities	Level 1	Level 2	Level 3	Total
Written Options	$ 319,270	$ -	$ -	$ 319,270
Total	$ 319,270	$ -	$ -	$ 319,270

There were no transfers into or out of Level 1 and Level 2 during the period.
It is the Fund’s policy to record transfers into or out of Level 1 and 2 at the end of the reporting period.

The following is a reconciliation of assets in which Level 3 inputs were used in determining value:


			Real Estate Investment Trusts
Beginning Balance			$ 22,313,329
Total Realized Gain (loss)			-
Change in Appreciation (Depreciation)			374,420
Cost of Purchases			18,830,000
Proceeds from Sales and Return of Capital			(353,420)
Accrued Interest			-
Net transfers in/out of Level 3			(12,395,700)
Ending Balance			$ 28,768,629


Option Transactions – The Fund is subject to equity price risk in the normal course of pursuing its investment objective and may purchase or sell options to help hedge against risk. When the Fund writes a call option, an amount equal to the premium received is included in the statement of assets and liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. As writer of an option, the Fund has no control over whether the option will be exercised and, as a result, retains the market risk of an unfavorable change in the price of the security underlying the written option.





Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2013

The Fund may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Fund’s portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non-income producing securities. With options, there is minimal counterparty risk to the Fund since these options are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.
As of November 30, 2013, the amount of unrealized depreciation on option contracts subject to equity price risk amounted to $71,432.
Exchange Traded Funds – The Funds may invest in exchange traded funds (“ETFs”). ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. A Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Item 2. Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b)

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Certifications required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) (and Item 3 of Form N-Q) are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Multi-Strategy Growth & Income Fund

By (Signature and Title)

*/s/ Raymond J. Lucia, Jr.

Raymond J. Lucia, Jr., President

Date

1/29/14

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)

*/s/ Raymond J. Lucia, Jr.

Raymond J. Lucia, Jr., President

Date

1/29/14

By (Signature and Title)

*/s/Stephanie Pimentel

Stephanie Pimentel, Treasurer

Date

1/29/14