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The primary investment objective is current income. The secondary objective is capital appreciation.

Top 10 Holdings June 30, 2013

Name	Sector	% of Market Value
Simon Property Group Inc.	Regional Mall	5.6
Ventas Inc.	Health Care	3.1
ProLogis Inc.	Industrial	2.8
Equity Residential	Apartment	2.6
Health Care REIT Inc.	Health Care	2.4
Vornado Realty Trust	Diversified	2.0
Public Storage	Self Storage	1.6
JPMorgan Chase 7.9%	Corporate Bonds	1.5
Kimco Realy Corp.	Shopping Center	1.4
Centaur Funding Corp. 9.08$	Preferreds	1.3

Company Overview

We intend to pursue our investment objective by investing principally in public and privately-held community banks located throughout the United States. For the purpose of our investment objectives and this prospectus, we define "community bank" to mean banks, savings associations and their holding companies with less than $10 billion in consolidated assets that serve local markets. As of March 31, 2013, the community banking sector is a highly fragmented $2.9 trillion industry, comprised of over 6,900 banks located throughout the United States, including underserved rural, semi-rural, suburban and other niche markets. Community banks generally have simple, straightforward business models and geographically concentrated credit exposure. Community banks typically do not have exposure to non-U.S. credit and are focused on lending to borrowers in their distinct communities. As a result, we believe that community banks frequently have a better understanding of the local businesses they finance than larger banking organizations. Many of these community banks are well established, having been in business on average for more than 75 years, and have survived many economic cycles, including the most recent financial crisis. We expect to create a portfolio of securities focused on the bank market, with an emphasis on community banks, through investments in numerous issuers differentiated by asset sizes, business models and geographies.

We intend to create a portfolio primarily comprised of securities issued by community banks by investing in public and privately held banks, initially in amounts ranging between approximately $5 million to $20 million each (unless our investment size is otherwise constrained or expanded by applicable law, rule or regulation).

Total Returns

(6/30/2013)

Period	RNP Mkt Price	RNP NAV	FTSE NAREIT Equity REIT Index	S&P 500
Q2:13	-6.89%	-2.45%	-1.57%	2.91%
1 Year	12.34%	14.23%	9.78%	20.6%
3 Year	27.1%	21.2%	18.38%	18.25%
5 Year	8.43	9.98	8.54	7.01
10 Year	7.5	7.89	8.27	7.3
Since Inception (8/8/2013)	7.55	8.88	8.29	7.51

Portfolio

Our board of directors provides the overall supervision and review of our affairs. Management of our portfolio will be the responsibility of our advisor's, StoneCastle Asset Management, LLC (our "Advisor"), investment committee. Messrs. Siegel and Shilowitz will be responsible for negotiating, structuring and managing of our investments. Our Advisor's investment professionals have significant experience sourcing, analyzing, investing and managing investments in community banks.

We expect to create and maintain an investment portfolio of securities focused on the bank market, with an emphasis on community banks, through investment in numerous issuers differentiated by asset sizes, business models and geographies to create a more stable, long-term portfolio of assets. Our Advisor will monitor our portfolio companies and market concentrations and may adjust its underwriting criteria based on market conditions and portfolio concentrations. Our Advisor's monitoring operations will include sensitivity analyses to determine the effects of changes in market conditions on our asset portfolio. These analyses may include, among other things, simulations of changes in interest rates, changes in economic activity and other events that would affect the forecasted performance of our assets.

All Holdings

Bank	Percent
Citizens Financial Services	17%
Penns Woods Bancorp	14%
Access National Corp.	13%
Minster Financial Corp.	11%
American Bank	10%
Muncy Bank Financial	9%
Centerpointe Community Bank	9%
Seacoast Commerce Bank	7%
Bank of Utica	5%
Farmers and Merchants Bank	5%

Distributions

Total Capital Gains	as of 07/31/13
2013 YTD	$0
2012	$0
2011	$0.0171
2010	$0.1608
2009	$0
2008	$0.0049

Dividends	as of 07/31/13
2013 YTD	$0.1623
2012	$0.3144
2011	$0.3408
2010	$0.4397
2009	$0.5268
2008	$0.569

Distribution Policy

Consistent with our primary investment objective of providing stockholders with current income, we intend to pay quarterly distributions to our stockholders in an amount, and on a timely basis, sufficient to obtain and maintain our status as a regulated investment company ("RIC"). Investment company taxable income includes, among other items, dividends, interest and the excess of any net short-term capital gains over net long-term capital losses, reduced by deductible expenses. We will pay all dividends at the discretion of our board of directors, and the dividends we pay will depend on a number of factors, including: distribution requirements under the Investment Company Act and to maintain our status as a RIC, our financial condition, general business conditions, actual results of operations, the timing of the deployment of our capital, debt service requirements, availability of cash distributions, our operating expenses, any contractual, legal and regulatory restrictions on the payment of distributions by us to our stockholders including debt covenants imposed by lenders to the Company, and other factors our board of directors in its discretion may deem relevant.

Company Profile

About StoneCastle Financial Corp.

StoneCastle Financial Corp. (“StoneCastle Financial” or the “Company”) is an SEC registered non-diversified, closed-end investment company listed on the NASDAQ Global Select Market under the symbol “BANX”.

StoneCastle Financial makes long-term, passive, non-control investments in community banks seeking capital for organic growth, acquisitions, share repurchases and other refinancing activities. Its investment objective is to provide current income and, to a lesser extent, capital appreciation. StoneCastle Financial is managed by StoneCastle Asset Management LLC.

Investment Objectives

StoneCastle Financial’s primary investment objective is to provide stockholders with current income, and, to a lesser extent capital appreciation. We achieve our investment objectives through investments in preferred equity, subordinated debt, convertible securities and, to a lesser extent, common equity primarily in the U.S. community bank sector. We also invest in similar securities of larger U.S. domiciled banks and companies that provide goods and/or services to banking companies. Together with banks, we refer to these types of companies as banking-related and intend, under normal circumstances, to invest at least 80% of the value of our net assets plus the amount of any borrowings for investment purposes in such businesses. There is no guarantee that we will achieve our investment objective.

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