REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders and Board of Directors
StoneCastle Financial Corp.
New York, New York


In planning and performing our audits of the financial
statements of StoneCastle Financial Corp. (the "Company") as of
and for the year ended December 31, 2016, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), 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 Trust'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 accounting principles
generally accepted in the United States of America.   Such
internal control includes policies and procedures that 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 control deficiency 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 significant
deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the company's ability to
initiate, authorize, record, process or report financial data
reliably in accordance with accounting principles generally
accepted in the United States of America such that there is more
than a remote likelihood that a misstatement of the company's
annual or interim financial statements that is more than
inconsequential will not be prevented or detected. A material
weakness is a significant deficiency, or combination of
significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.


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 significant
deficiencies or 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 for safeguarding securities, which we
consider to be material weaknesses, as defined above, as of
December 31, 2016.

This report is intended solely for the information and use of
management, Shareholders and 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.




TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
February 28, 2017

Results of Stockholders Meeting


The Annual Meeting of Stockholders of StoneCastle
Financial Corp (the "Company") was held on June 9,
2016. A description of the proposal and number of
shares voted at the Meeting are as follows:

Proposal:

To elect a Class III Director of the Company, to serve
for a term ending at the 2019 Annual Meeting of
Stockholders of StoneCastle Financial Corp. and when
his or her successor is duly elected and qualifies.

                   Voted
                   For          Withheld
Alan Ginsberg    4,660,931      73,709

StoneCastle Financial Corp. - 12/31/16 Form N-SAR

Exhibit 77 Q(2)

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and Section
30(h) of the 1940 Act require the Company's Officers and
Trustees, the Company's investment adviser, affiliated persons
of the Company, and persons who beneficially own more than ten
percent of the Company's shares to file certain reports of
ownership ("Section 16 Filings") with the SEC. To the Fund's
knowledge, all required Section 16 Filings were timely and
correctly made by reporting persons during the Company's most
recently completed fiscal year.