KPMG LLP
4 Becker Farm Road
Roseland, NJ 07068


Report of Independent Registered Public Accounting
Firm


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, 2014 and for the year ended December 31, 2014, in
accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Company's
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 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 reasonable possibility that a
material misstatement of the Company's annual or interim
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, 2014.

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


KPMG LLP
Roseland, New Jersey
February 27, 2015