Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Rand Capital Corporation
We have examined managements assertion, included in the accompanying Management Statement Regarding Compliance With Certain Provisions of the Investment
Company Act of 1940, that Rand Capital Corporation (the Corporation) complied with the requirements of subsections (b) and (c) of Rule
17f-2
under the Investment Company Act of 1940 (the
Act) as of July 3, 2018. Management is responsible for the Corporations compliance with those requirements. Our responsibility is to express an opinion on managements assertion about the Corporations compliance
based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States)
and, accordingly, included examining, on a test basis, evidence about the Corporations compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. Included among our procedures were
the following tests performed as of July 3, 2018, and with respect to agreement of security purchases and sales, for the period from December 31, 2017 (the date of our last examination), through July 3, 2018:
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Count and inspection of all securities located in the vault of the Corporation in Buffalo, New York without prior
notice to management;
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Reconciliation of all such securities to the books and records of the Corporation;
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Agreement of additional investments in three existing portfolio companies from the books and records of the
Corporation to the related supporting documentation and/or agreements;
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We believe that our examination provides a reasonable basis for
our opinion. Our examination does not provide a legal determination on the Corporations compliance with specified requirements.
In our opinion,
managements assertion that the Corporation complied with the requirements of subsections (b) and (c) of Rule
17f-2
of the Investment Company Act of 1940 as of July 3, 2018 with respect to
securities reflected in the investment account of the Corporation is fairly stated, in all material respects.
This report is intended solely for the
information and use of management and the Board of Directors of the Corporation and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
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Buffalo, New York
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July 30, 2018
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