Subject: File No. SR-NASDAQ-2013-032
From: daniel p penberthy
Affiliation: CFO Rand Capital Corporation

March 19, 2013

Dear SEC

I appreciate and understand the need for sound financial controls in any business. However the compliance burden for smaller/micro reporting companies ( say $30 million in market capitalization) to engage an outsider to perfrom the internal audit function (or to hire in-house) would all be cost-excessive.

For these smaller market capitalization entities it may be possible to achieve the same objectives by perhaps strengthening management's representation on internal controls, or perhaps having managment separately file an internal control report with SEC in the event such filers elect not to engage an internal audit function.

Doing so, external investors can be fully aware of how the company is performing the audit function, and consider such facts in their buying decision.

Thanks for looking out for the interests of smaller entities