<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>ICLetter2013.txt
<DESCRIPTION>MULTI-STRATEGY IC LETTER
<TEXT>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders and Board of Trustees of
The Multi-Strategy Growth & Income Fund


In planning and performing our audit of the financial statements
of The Multi-Strategy Growth & Income Fund (the Fund), as of
and for the period ended February 28, 2013, in accordance with
the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), we considered its internal control
over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the effectiveness of
the Funds internal control over financial reporting.  Accordingly,
we express no such opinion.

The management of The Multi-Strategy Growth & Income Fund is
responsible for establishing and maintaining effective internal
control over financial reporting.  In fulfilling this
responsibility, estimates and judgments by management are required
to assess the expected benefits and related costs of controls. A
company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles
generally accepted in the United States of America (GAAP).  A
company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of the financial statements
in accordance with GAAP, and that receipts and expenditures of
the company are being made only in accordance with authorizations
of management and trustees of the company; and (3) provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a company's
assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely
basis. A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the
Fund's annual or interim financial statements will not be prevented
or detected on a timely basis.

Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control
that might be material weaknesses under standards established by the
PCAOB.  However, we noted no deficiencies in the Fund's internal control
over financial reporting and its operation, including controls for
safeguarding securities that we consider to be material weaknesses,
as defined above, as of February 28, 2013.

This report is intended solely for the information and use of the
shareholders, management and the Board of Trustees of The Multi-Strategy
Growth & Income Fund, and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than these
specified parties.



							BBD, LLP


Philadelphia, Pennsylvania
April 26, 2013


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