StoneCastle Financial Corp.

EXHIBIT TO ITEM 77C

Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

The Annual Meeting of Stockholders of StoneCastle Financial
Corp. ("the Company") was held on May 20, 2014 for the purpose
of electing Directors of the Company ("Proposal 1"). The
proposal was approved by the Company's Stockholders and the
results of the voting are as follows:

Proposal 1: Election of Directors.


                           Voted For              Authority Withheld
Clara Miller               3,304,236                    26,425
George Shilowitz           3,262,849                    67,812

Alan Ginsberg, Emil Henry and Joshua Siegel continue to serve in
their capacities as Directors of the Company.

StoneCastle Financial Corp.

EXHIBIT TO ITEM 77D

POLICIES WITH RESPECT TO SECURITY INVESTMENTS

Effective May 12, 2014, the Investment Objectives, Strategies
and Policies of StoneCastle Financial Corp. were amended and are
stated as follows:

Investment Objectives. Our primary investment objective is to
provide stockholders with current income, and to a lesser extent
capital appreciation, through preferred equity, subordinated
debt and common equity investments in the U.S. community banking
sector. See "Community Banking Sector Focus." To lesser extent,
we may 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 can be no assurance that we will
achieve our investment objectives.

Investment Strategy. We expect to create a portfolio of
securities and investments focused on the bank sector, with an
emphasis on community banks. We intend to direct investments in
numerous issuers differentiated by asset sizes, business models
and geographies. In addition, we may indirectly invest in
securities issued by banks through structured securities and
credit derivatives. We expect that these indirect investments
would provide exposure to and focus on the same types of
investments that we make in banking companies and accordingly
would be complementary to our overall strategy and enhance the
diversity of our holdings. We will seek to finance our portfolio
primarily with the proceeds of this equity offering and future
equity offerings. We may also incur leverage to the extent
permitted by the Investment Company Act. See "Leverage".
Although we normally seek to invest substantially all of our
assets in banking-related securities, we reserve the ability to
invest up to 20% of our assets in other types of securities and
instruments.

Additionally, we may take temporary defensive positions that are
inconsistent with our investment strategy in attempting to
respond to adverse market, economic, political or other
conditions. If we do so, we may not achieve our investment
objective. We may also choose not to take defensive positions.

StoneCastle Financial Corp.

Exhibit to Item 77K

Changes in Accountants

The Registrant, by action of its Board of Trustees taken on July
21, 2014 for the StoneCastle Financial Corp. (the "Company"),
engaged KPMG, LLP ("KPMG") as its independent registered public
accounting firm to audit the Funds' financial statements for the
fiscal year ended December 31, 2014.  The decision to engage
KPMG was recommended by the Audit Committee at a Special Meeting
held on July 21, 2014.

On June 30, 2014, KPMG acquired certain assets of Rothstein-
Kass, P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of
its affiliates ("Rothstein Kass"). As a result of this
transaction, effective on the same date, Rothstein Kass resigned
as the independent registered public accounting firm for the
Company.

The reports of Rothstein Kass on the financial statements of the
Company for the fiscal year ended December 31, 2013 contained no
adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principle. During the fiscal year ended December 31, 2013, there
have been no disagreements with Rothstein Kass on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements
if not resolved to the satisfaction of Rothstein Kass would have
caused them to make reference thereto in their reports on the
financial statements for such years.  Furthermore, during the
fiscal year ended December 31, 2013, and through June 30, 2014,
there have been no reportable events (as defined in S-K
304(a)(1)(v)).  The Registrant has requested that Rothstein Kass
furnish it with a letter addressed to the SEC stating whether or
not it agrees with the above statements. A copy of such letter,
dated August 26, 2014, is filed as Exhibit 77Q1(f) to this Form
N-SAR.

During the Funds' most recent fiscal year, and through June 30,
2014, neither the Registrant nor anyone on its behalf has
consulted Rothstein Kass, with respect to the Company, on items
which (i) concerned the application of accounting principles to
a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on Registrant's
financial statements or (ii) concerned the subject of a
disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of
Regulation S-K) or reportable events (as described in paragraph
(a)(1)(v) of said Item 304).

August 26, 2014

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549-7561

Ladies and Gentlemen:

We have read StoneCastle Financial Corp.'s statements included in Item 77K
of Form N-SAR and are in agreement with the statements contained therein
concerning our Firm in response to Item 304(a) of Regulation S-K.


Very truly yours,

/s/
Rothstein Kass