REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
CONTROL

To the Shareholders and Board of Directors of StoneCastle
Financial Corp.:

In planning and performing our audit of the financial statements
of StoneCastle Financial Corp. (the "Company") as of December
31, 2013 and for the period November 13, 2013 to December 31,
2013, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (the "PCAOB"), we
considered its internal control over financial reporting,
including control activities for 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 Company's
internal control over financial reporting.  Accordingly, we
express no such opinion.

The management of the Company 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 generally accepted
accounting principles ("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 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 directors 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 its 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 Company's annual financial
statements will not be prevented or detected on a timely basis.



Our consideration of the Company'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 Public Company
Accounting Oversight Board (United States). However, we noted no
deficiencies in the Company's internal control over financial
reporting and its operation, including controls over
safeguarding securities that we consider to be a material
weakness as defined above as of December 31, 2013.

This report is intended solely for the information and use of
Management and the Board of Directors of StoneCastle Financial
Corp. and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these
specified parties.

/s/ Rothstein Kass

Roseland, New Jersey
February 24, 2014

Item 77I
StoneCastle Financial Corp.
The following document is included in the Registrant's 497
filing with the SEC dated November 7, 2013, (SEC Accession No.
0001193125-13-433217) and is incorporated by reference herein:
PROSPECTUS, dated as of November 7, 2013.

Item 77Q(1)(a)
StoneCastle Financial Corp.
The following document is included in the Registrant's Amendment
No. 2 filed with the SEC on September 16, 2013, (SEC Accession
No. 0001193125-13-366978) and is incorporated by reference
herein:
Amended and Restated By-Laws of StoneCastle Financial Corp., dated as of
September 4, 2013.

Item 77Q(1)(d)
StoneCastle Financial Corp.
The following document is included in the Registrant's 497
filing with the SEC dated November 7, 2013, (SEC Accession No.
0001193125-13-433217) and is incorporated by reference herein:
PROSPECTUS, dated as of November 7, 2013.

Item 77Q(1)(d)
StoneCastle Financial Corp.
The following document is included in the Registrant's Amendment
No. 2 filed with the SEC on September 16, 2013, (SEC Accession
No. 0001193125-13-366978) and is incorporated by reference
herein:
Purchase and Sale Agreement between TARP Preferred Holdco I,
LLC, TARP Preferred Holdco II, LLC, TARP Preferred Holdco III,
LLC, TARP Preferred Holdco IV, LLC, TARP Preferred Holdco V,
LLC, TARP Preferred Holdco VI, LLC, and StoneCastle Financial
Corp., dated as of August 23, 2013.

Item 77Q(1)(e)
StoneCastle Financial Corp.
The following document is included in the Registrant's Amendment
No. 2 filed with the SEC on September 16, 2013, (SEC Accession
No. 0001193125-13-366978) and is incorporated by reference
herein:
Management Agreement Between StoneCastle Financial Corp. and
StoneCastle Asset Management LLC, as filed on September 16,
2013.