Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies Filed Pursuant to Rule 17f-2 (40-17f2)
March 16 2023 - 04:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-17f-2
CERTIFICATE
OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE
CUSTODY
OF
MANAGEMENT INVESTMENT COMPANIES
Pursuant
to Rule 17f-2 [17 CRF 270.17f-2]
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1. |
Investment
Company Act File Number: |
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Date
examination completed: |
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814-00235 |
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December
31, 2022 |
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2. |
State
Identification Number: |
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AL |
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AR |
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CA |
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DE |
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LA |
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MT |
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NE |
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NH |
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NY |
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NC |
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ND |
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OH |
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OK |
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OR |
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PA |
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RI |
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SD |
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TN |
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TX |
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UT |
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VA |
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WA |
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WV |
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WI |
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WY |
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PUERTO
RICO |
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Other
(specify): |
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3. |
Exact
name of investment company as specified in registration
statement: |
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Rand Capital Corporation |
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4. |
Address
of principal executive office (number, street, city, state, zip
code): |
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1405 Rand Building, Buffalo, NY 14203 |
INSTRUCTIONS
This
Form must be completed by the investment companies that have
custody of securities or similar investments.
Investment
Company
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1. |
All
items must be completed by the investment company. |
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2. |
Give
this Form to the independent public accountant who, in compliance
with Rule 17f-2 under the Act and applicable state law, examines
securities and similar investments in the custody of the investment
company. |
Accountant
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3. |
Submit
this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of
accounting required by Rule 17f-2 under the Act and applicable
state law. File the original and one copy with the Securities and
Exchange Commission’s principal office in Washington, D.C., one
copy with the regional office for the region in which the
investment company’s principal business operations are conducted,
and one copy with the appropriate state administrator(s), if
applicable. |
THIS
FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC
ACCOUNTANT
14
Lafayette Square, Suite 1405
Buffalo,
NY 14203
(716)
853-0802
Management
Statement Regarding Compliance With Certain Provisions of the
Investment Company Act of 1940
March
16, 2023
Freed
Maxick CPAs, P.C.
424
Main Street, Suite 800
Buffalo,
NY 14202
To
Whom It May Concern:
We,
as members of management of Rand Capital Corporation (the
“Corporation”), are responsible for complying with the requirements
of subsections (b) and (c) of Rule 17f-2, “Custody of Investments
by Registered Management Investment Companies,” of the Investment
Company Act of 1940 (the “Act”). We are also responsible for
establishing and maintaining effective internal controls over
compliance with those requirements. We have performed an evaluation
of the Corporation’s compliance with the requirements of
subsections (b) and (c) of Rule 17f-2 as of December 31, 2022 and
from October 13, 2022 (the date of our last examination) through
December 31, 2022.
Based
on this evaluation, we assert that the Corporation was in
compliance with the requirements of subsections (b) and (c) of Rule
17f-2 of the Investment Company Act of 1940 as of December 31, 2022
and from October 13, 2022 through December 31, 2022 with respect to
securities reflected in the investment account of the
Corporation.
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Rand
Capital Corporation |
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By: |
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/s/
Dan P. Penberthy |
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Dan
P. Penberthy |
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President
and Chief Executive Officer |
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/s/
Margaret W. Brechtel |
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Margaret
W. Brechtel |
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Executive
Vice President, Treasurer, |
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Chief
Financial Officer and Secretary |
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors of
Rand
Capital Corporation
We
have examined management’s 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 December 31, 2022. Management is
responsible for the Corporation’s compliance with those
requirements. Our responsibility is to express an opinion on
management’s assertion about the Corporation’s compliance based on
our examination.
Our
examination was conducted in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the examination to
obtain reasonable assurance about whether management’s assertion
about compliance with the specified requirements is fairly stated,
in all material respects. An examination involves performing
procedures to obtain evidence about whether management’s assertion
is fairly stated in all material respects. The nature, timing, and
extent of the procedures selected depend on our judgement,
including the assessment of the risks of material misstatement of
management’s assertion, whether due to fraud or error. We believe
that the evidence we obtained is sufficient and appropriate to
provide a reasonable basis for our opinion. Included among our
procedures were the following tests performed as of December 31,
2022, and with respect to agreement of security purchases and
sales, for the period from October 13, 2022 (the date of our last
examination), through December 31, 2022:
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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;
and |
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Agreement
of any additional investments in portfolio companies from the books
and records of the Corporation to the related supporting
documentation and/or agreements. |
We
believe that our examination provides a reasonable basis for our
opinion. Our examination does not provide a legal determination on
the Corporation’s compliance with specified
requirements.
In
our opinion, management’s 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 December 31, 2022 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.
Buffalo,
New York
March
16, 2023
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