SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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]
|1. Investment Company Act File Number:||Date examination completed:|
|814-00235||April 6, 2017|
|2. State Identification Number:|
3. Exact name of investment company as specified in registration statement:
|Rand Capital Corporation|
4. Address of principal executive office (number, street, city, state, zip code):
|2200 Rand Building, Buffalo, NY 14203|
This Form must be completed by the investment companies that have custody of securities or similar investments.
|1.||All items must be completed by the investment company.|
|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.|
|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 Commissions principal office in Washington, D.C., one copy with the regional office for the region in which the investment companys 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
Management Statement Regarding Compliance With Certain Provisions of the Investment Company Act of 1940
June 5, 2017
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 Corporations compliance with the requirements of subsections (b) and (c) of Rule 17f-2 as of April 6, 2017 and from December 31, 2016 (the date of our last examination) through April 6, 2017.
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 April 6, 2017 and from December 31, 2016 through April 6, 2017, with respect to securities reflected in the investment account of the Corporation.
|Rand Capital Corporation|
|/s/ Allen F. Grum|
|Allen F. Grum|
|President and Chief Executive Officer|
|/s/ Daniel P. Penberthy|
|Daniel P. Penberthy|
|Executive Vice President and Chief|
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 April 6, 2017. 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 April 6, 2017, and with respect to agreement of security purchases and sales, for the period from December 31, 2016 (the date of our last examination), through April 6, 2017:
|||Count and inspection of all securities located in the vault of the Corporation in Buffalo, New York without prior notice to management;|
|||Reconciliation of all such securities to the books and records of the Corporation;|
|||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;|
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 April 6, 2017, 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.
/s/ Freed Maxick CPAs, P.C.
Buffalo, New York
June 5, 2017