[LETTERHEAD OF DELOITTE & TOUCHE]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Rand Capital Corporation
Buffalo, New York
In planning and performing our audit of the financial statements of Rand Capital
Corporation (the "Corporation") for the year ended December 31, 1999 (on which
we have issued our report dated January 15, 2000), we considered its internal
control, including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, and
not to provide assurance on the Corporation's internal control.
The management of the Corporation is responsible for establishing and
maintaining internal control. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of controls. Generally, controls that are relevant to an audit pertain to
the entity's objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control to future periods are subject to the risk that
the internal control may become inadequate because of changes in conditions, or
that the degree of compliance with policies or procedures may deteriorate.
Our consideration of the Corporation's internal control would not necessarily
disclose all matters in the internal control that might be material weaknesses
under standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or operation
of one or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial statements being
audited may occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However, we noted no
matters involving the Corporation's internal control and its operation,
including controls for safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 1999.
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This report is intended solely for the information and use of management, the
Board of Directors of Rand Capital 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/ Deloitte & Touche LLP
January 14, 2000
