Exhibit (b)

BY-LAWS OF SEQUOIA FUND, INC.

(Amended and Restated as of December 5, 2016)

ARTICLE I

Offices

Section 1. Principal Office in Maryland. The principal office shall be in the City of Baltimore, State of Maryland.

Section 2. Other Offices. The Corporation may have offices also at such other places within and without the State of Maryland as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

Section 1. Place of Meeting. Meetings of stockholders shall be held at such place, either within the State of Maryland or at such other place within the United States, as shall be fixed from time to time by the Board of Directors.

Section 2. Annual Meetings. The Corporation shall not be required to hold an annual meeting of its stockholders in any year in which the election of directors is not required to be acted upon under the Investment Company Act of 1940 (the “1940 Act”). In the event that the Corporation shall be required to hold an annual meeting of stockholders to elect directors by the 1940 Act, such meeting shall be held within 120 days (or such other time period as required by applicable law) of the occurrence of the event requiring the meeting. Any stockholders’ meeting held in accordance with this section shall for all purposes constitute the annual meeting of stockholders for the year in which the meeting is held.

Section 3. Notice of Annual Meeting. Written or printed notice of the annual meeting, stating the place, date and hour thereof, shall be given to each stockholder entitled to vote thereat not less than ten or more than ninety days before the date of the meeting.

Section 4. Special Meetings. Special meetings of stockholders may be called by the chairman of the Board of Directors or the president and/or chief executive officer and shall be called by the secretary upon the written request of holders of shares entitled to cast not less than twenty-five per cent of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. In the case of such request for a special meeting, upon payment by such stockholders to the Corporation of the estimated reasonable cost of preparing and mailing a notice of such meeting, the secretary shall give the notice of such meeting. The secretary shall not be required to call a special meeting to consider any matter which is substantially the same as a matter acted upon at any special meeting of stockholders held within the preceding twelve months unless requested to do so by holders of shares entitled to cast not less than a majority of all votes entitled to be cast at such meeting.

Section 5. Notice of Special Meeting. Written or printed notice of a special meeting of stockholders, stating the place, date, hour and purpose thereof, shall be given by the secretary to each stockholder entitled to vote thereat not less than ten nor more than ninety days before the date fixed for the meeting.

Section 6. Business of Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.

Section 8. Voting. When a quorum is present at any meeting, the affirmative vote of a majority of the votes cast shall decide any question brought before such meeting, unless the question is one upon which by express provision of the 1940 Act, as from time to time in effect, or other statutes or rules or orders of the Securities and Exchange Commission or any successor thereto or of the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Proxies. Each stockholder shall at every meeting of stockholders be entitled to one vote in person or by proxy for each share of the Common Stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless otherwise provided in the proxy.

Section 10. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date which shall be not more than ninety days and, in the case of a meeting of stockholders, not less than ten days prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting. If no record date is fixed and the stock transfer books are not closed for the determination of stockholders: (1) The record date for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day on which notice of the meeting of stockholders is mailed or the day thirty days before the meeting, whichever is the closer date to the meeting and (2) The record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any rights shall be at the close of business on the day on which the resolution of the Board of Directors, declaring the dividend or allotment of rights, is adopted, provided that the payment or allotment date shall not be more than sixty days after the date of the adoption of such resolution.

Section 11. Inspectors of Election. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consent determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 12. Informal Action by Stockholders. Except to the extent prohibited by the 1940 Act, as from time to time in effect, or rules or orders of the Securities and Exchange Commission or any successor thereto, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a consent in writing, setting forth such action, is signed by all the stockholders entitled to vote on the subject matter thereof and any other stockholders entitled to notice of a meeting of stockholders (but not to vote thereat) have waived in writing any rights which they may have to dissent from such action, and such consent and waiver are filed with the records of the Corporation.

ARTICLE III

Board of Directors

Section 1. Number of Directors. The number of directors constituting the entire Board of Directors (which was initially seven (9/12/80)) may be increased or decreased from time to time by the vote of a majority of the entire Board of Directors within the limits permitted by law but at no time may be more than twenty. The tenure of office of a director in office at the time of any decrease in the number of directors shall not be affected as a result thereof. Except as provided for in Section 2 of this Article, the directors shall be elected to hold office by stockholders at an annual meeting of stockholders when an annual meeting for that purpose is required to be held under the 1940 Act, and each director shall hold office until the next annual meeting of stockholders or until his successor is elected and qualified. Any director may resign at any time upon written notice to the Corporation. Any director may be removed, either with or without cause, at any meeting of stockholders duly called and at which a quorum is present by the affirmative vote of the majority of the votes entitled to be cast thereon, and the vacancy in the Board of Directors caused by such removal may be filled by the stockholders at the time of such removal. Directors need not be stockholders.

Section 2. Vacancies and Newly-created Directorships. Any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the Board of Directors although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum. A director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualifies.

Section 3. Tenure. A director may serve the Corporation in that capacity subject to the mandatory retirement policy, which requires any director of the Corporation to retire upon attaining the age of 75, except for (a) existing directors of the Corporation who are age 75 or older as of June 9, 2008 and (b) existing directors of the Corporation who, upon attaining the age of 75, have served in that capacity for less than five years, in which case any such director may continue to serve until he or she has served for a total of five years. Subject to the mandatory retirement policy, a director may otherwise serve without restriction as to tenure of service or age provided that the director has the continuing ability to serve, and that on an annual basis, the independent directors, in consultation with the chief executive officer shall independently consider and affirmatively evaluate the abilities of a director to serve in that capacity.

Section 4. Powers. The business and affairs of the Corporation shall be managed by the Board of Directors which shall exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws conferred upon or reserved to the stockholders.

Section 5. Annual Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the annual meeting of stockholders and at the place thereof. No notice of such meeting to the directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 6. Other Meetings. The Board of Directors of the Corporation or any committee thereof may hold meetings, both regular and special, either within or without the State of Maryland. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the chairman of the Board of Directors or the president and/or chief executive officer and shall be called by the secretary on the written request of two or more directors. Notice of special meetings of the Board of Directors shall be given by the secretary to each director at least three days before the meeting if by mail or at least 24 hours before the meeting if given in person or by telephone or by telegraph. The notice need not specify the business to be transacted.

Section 7. Quorum and Voting. At meetings of the Board of Directors, two of the directors in office at the time, but in no event less than one-third of the entire Board of Directors, shall constitute a quorum for the transaction of business. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, appoint from among its members an executive committee and other committees of the Board of Directors, each committee to be composed of two or more of the directors of the Corporation. The Board of Directors may, to the extent provided in the resolution, delegate to such committees, in the intervals between meetings of the Board of Directors, any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, except the power to declare dividends, to issue stock or to recommend to stockholders any action requiring stockholders' approval. Such committee or committees shall have the name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Board of Directors designates one or more directors as alternate members of any committee, who may replace an absent or disqualified member at any meeting of the committee, the members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member of such committee. At meetings of any such committee, a majority of the members or alternate members of such committee shall constitute a quorum for the transaction of business and the act of a majority of the members or alternate members present at any meeting at which a quorum is present shall be the act of the committee.

Section 9. Minutes of Committee Meetings. The committees shall keep regular minutes of their proceedings.

Section 10. Informal Action by Board of Directors and Committees. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

Section 11. Meetings by Conference Telephone. The members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and such participation shall constitute presence in person at such meeting.

Section 12. Fees and Expenses. The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE IV

Notices

Section 1. General. Notices to directors and stock-holders mailed to them at their post office addresses appearing on the books of the Corporation shall be deemed to be given at the time when deposited in the United States mail.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent of notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

Chairman of the Board of Directors and Officers

Section 1. General. The officers of the Corporation shall include a president and/or chief executive officer, a secretary, a treasurer, and a chief compliance officer. The Board of Directors shall elect such officers of the Corporation annually. The Board of Directors may also choose such vice presidents and additional officers or assistant officers as it may deem advisable. Any number of offices, except the offices of president and vice president, may be held by the same person. No officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law to be executed, acknowledged or verified by two or more officers.

Section 2. Other Officers and Agents. The Board of Directors may appoint such vice presidents, and additional officers or assistant officers and agents as it desires who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 3. Tenure of Officers. The officers of the Corporation shall hold office at the pleasure of the Board of Directors, subject to the mandatory retirement policy, which requires any officer of the Corporation to retire upon attaining the age of 75. Subject to the mandatory retirement policy, each officer shall otherwise hold his office until his successor is elected and qualifies or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors when, in its judgment, the best interests of the Corporation will be served thereby. Any vacancy occurring in any office of the Corporation by death, retirement, resignation, removal or otherwise shall be filled by the Board of Directors.

Section 4. Chairman of the Board of Directors. The chairman of the Board of Directors shall be designated by the Board of Directors for a two-year term, with the initial two-year term to begin at January 1, 2009, and shall preside at all meetings of the stockholders and the Board of Directors. The position of chairman of the Board of Directors shall rotate among the independent directors, with no independent director serving for successive terms. The chairman shall have such other duties and powers as may be determined by the Board of Directors from time to time. The chairman shall not be an officer of the Corporation except as otherwise determined by resolution of the Board of Directors or amendment of these By-laws.

Section 5. President and Chief Executive Officer. The president and/or chief executive officer shall have general and active management of the business of the Corporation, shall have such other powers and perform such other duties as are usually incident to a president or chief executive officer of a corporation, shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors from time to time, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The president and/or chief executive officer shall execute on behalf of the Corporation, and may affix the seal of the Corporation to all instruments requiring such execution, except where such instruments are required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

The president and/or chief executive officer shall, in the absence of the chairman of the Board of Directors, preside at all meetings of the stockholders or the Board of Directors. In the absence or inability to act of the chairman of the Board of Directors, the president and/or chief executive officer shall perform all of the duties and may exercise all of the powers of the chairman of the Board of Directors. He also shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the chairman of the Board of Directors from time to time.

Section 6. Vice Presidents. The vice presidents shall act under the direction of the president and in the absence or disability of the president shall perform the duties and exercise the powers of the president. They shall perform such other duties and have such other powers as the president or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more executive vice presidents or may otherwise specify the order of seniority of the vice presidents and, in that event, the duties and powers of the president shall descend to the vice presidents in the specified order of seniority.

Section 7. Secretary. The secretary shall act under the direction of the chairman of the Board of Directors. Subject to such direction, he shall attend all meetings of the Board of Directors and all meetings of stockholders and record the proceedings in a book to be kept for that purpose and shall perform like duties for the committees designated by the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the president or the Board of Directors. He shall keep in safe custody the seal of the Corporation and shall affix the seal or cause it to be affixed to any instrument requiring it.

Section 8. Assistant Secretaries. The assistant secretaries in the order of their seniority, unless otherwise determined by the president or the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the president or the Board of Directors may from time to time prescribe.

Section 9. Treasurer. The treasurer shall act under the direction of the chairman of the Board of Directors. Subject to such direction, he shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the president or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the Corporation.

Section 10. Assistant Treasurers. The assistant treasurers in the order of their seniority, unless otherwise determined by the president or the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the president or the Board of Directors may from time to time prescribe.

Section 11. Chief Compliance Officer. The chief compliance officer shall be responsible for administering the Corporation’s policies and procedures, adopted in accordance with Rule 38a-1 under the 1940 Act (“Rule 38a-1”), or otherwise, that are reasonably designed to prevent violation of federal securities laws in connection with the Corporation’s activities. The chief compliance officer shall be authorized to compel all officers, employees and agents of the Corporation to produce the books and records of the investment adviser, distributor, transfer agent and other service provider (each a “Service Provider”) to the Corporation and shall have all such other powers and perform such other duties as are consistent with the administration of the Corporation’s compliance policies and procedures and the chief compliance officer’s other responsibilities under Rule 38a-1 and as shall from time to time be prescribed by the Board of Directors. The chief compliance officer shall make recommendations to the Corporation and the Service Providers as to any amendments that the chief compliance officer believes are necessary and desirable to carry out or improve the compliance policies and procedures. The chief compliance officer shall be subject to the oversight of the Board of Directors, which shall have the exclusive authority to hire and remove the chief compliance officer. The chief compliance officer shall prepare and make the annual report to the Board concerning the compliance policies and procedures as required by Rule 38a-1.

The chief compliance officer shall receive such reasonable compensation, from the Corporation or otherwise, for the performance of his duties as the Board of Directors may from time to time determine.

ARTICLE VI

Capital Stock

Section 1. General. Every holder of Common Stock of the Corporation who has made full payment of the consideration for such stock shall be entitled upon request to have a certificate, signed by, or in the name of the Corporation by, the chairman of the Board of Directors, the president and/or chief executive officer or a vice president and countersigned by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the Corporation, certifying the number of whole shares of Common Stock owned by him in the Corporation.

Section 2. Fractional Share Interests or Scrip. The Corporation may, but shall not be obliged to, issue fractions of a share of Common Stock, arrange for the disposition of fractional interests by those entitled thereto, pay in cash the fair value of fractions of a share of Common Stock as of the time when those entitled to receive such fractions are determined, or issue scrip or other evidence of ownership which shall entitle the holder to receive a certificate for a full share of Common Stock upon the surrender of such scrip or other evidence of ownership aggregating a full share. Fractional shares of Common Stock shall have proportionately to the respective fractions represented thereby all the rights of whole shares, including the right to vote, the right to receive dividends and distributions and the right to participate upon liquidation of the Corporation, excluding however the right to receive a stock certificate representing such fractional shares. The Board of Directors may cause such scrip or evidence of ownership to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares of Common Stock before a specified date or subject to the condition that the shares of Common Stock for which such scrip or evidence of ownership is exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of such script or evidence of ownership, or subject to any other reasonable conditions which the Board of Directors shall deem advisable, including provision for forfeiture of such proceeds to the Corporation if not claimed within a period of not less than three years after the date of the original issuance of scrip certificates.

Section 3. Signatures on Certificates. Any of or all the signatures on a certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, it may be issued with the same effect as if he were such officer at the date of issue. The seal of the Corporation or a facsimile thereof may, but need not, be affixed to certificates of stock.

Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of any affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Shares. Upon request by the registered owner of shares, and if a certificate has been issued to represent such shares upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares of Common Stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, subject to the Corporation's rights to purchase such shares, it shall be the duty of the Corporation, if it is satisfied that all provisions of the Articles of Incorporation, of the By-Laws and of the law regarding the transfer of shares have been duly complied with, to record the transaction upon thereto upon request for such certificate, and cancel the old certificate, if any.

Section 6. Registered Owners. The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including redemption, voting and dividends, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Maryland.

Section 7. Right of Corporation to Purchase Shares.

ARTICLE VII

Net Asset Value

For the purposes of the computation of net asset value, as referred to in the Articles of Incorporation or these By-Laws, the following rules shall apply:

(1)           The assets of the Corporation shall be deemed to include

(A)       all cash on hand, on deposit, or on call,

(B)       all bills and notes and accounts receivable,

(2)           The liabilities of the Corporation shall include:

(3)           For the purposes hereof:

ARTICLE VIII

Miscellaneous

Section 1. Reserves. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for repairing or maintaining any property of the Corporation, or for the purchase of additional property, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve.

Section 2. Dividends . Dividends upon the Common Stock of the Corporation may, subject to the provisions of the Articles of Incorporation and of the provisions of applicable law, be declared by the Board of Directors at any time. Dividends may be paid in cash, in property or in shares of the Corporation's Common Stock, subject to the provisions of the statute and of the Articles of Incorporation and of applicable law.

Section 3. Capital Gains Distributions. The amount and number of capital gains distributions paid to the stockholders during each fiscal year shall be determined by the Board of Directors. Each such payment shall be accompanied by a statement as to the source of such payment, to the extent required by law.

Section 4. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 6. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Maryland". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in another manner reproduced.

Section 7. Filing of By-Laws. A certified copy of the By-Laws, including all amendments, shall be kept at the principal office of the Corporation in the State of Maryland.

Section 8. Annual Report. The books of account of the Corporation shall be examined by an independent firm of public accountants at the close of each annual fiscal period of the Corporation and at such other times, if any, as may be directed by the Board of Directors of the Corporation. Within 120 days of the close of each annual fiscal period a report based upon such examination at the close of that fiscal period shall be mailed to each stockholder of the Corporation of record at the close of such annual fiscal period, unless the Board of Directors shall set another record date, at his address as the same appears on the books of the Corporation. Each such report shall contain such information as is required to be set forth therein by the 1940 Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. Such report shall also be submitted at the annual meeting of the stockholders and filed within twenty days thereafter at the principal office of the Corporation in the State of Maryland. In any year in which the Corporation is not required to hold an annual meeting, the report shall be placed on file at the Corporation's principal office in the State of Maryland within 120 days after the end of the fiscal year.

Section 9. Stock Ledger. The Corporation shall maintain at its principal office outside of the State of Maryland an original or duplicate stock ledger containing the names and addresses of all stockholders and the number of shares of stock held by each stockholder. Such stock ledger may be in written form or in any other form capable of being converted into written form within a reasonable time for visual inspection.

Section 10. Custodian. All securities and similar investments owned by the Corporation shall be held by a custodian which shall be either a trust company or a national bank of good standing, having a capital surplus and undivided profit aggregating not less than two million dollars ($2,000,000), or a member firm of the New York Stock Exchange. The terms of custody of such securities and cash shall include such provisions required to be contained therein by the 1940 Act and the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Upon the resignation or inability to serve of any such custodian the Corporation shall:

Upon its resignation or inability to serve and pending action by the Corporation as set forth in this section, the custodian may deliver any assets of the Corporation held by it to a qualified bank or trust company in the City of New York, or to a member firm of the New York Stock Exchange selected by it, such assets to be held subject to the terms of custody which governed such retiring custodian.

Section 11. Investment Adviser. The Corporation may enter into a management or advisory, underwriting, distribution or administration contract with any person, firm, partnership, association or corporation but such contract or contracts shall continue in effect only so long as such continuance is specifically approved annually by a majority of the Board of Directors or by vote of the holders of a majority of the voting Securities of the Corporation, and in either case by vote of a majority of the directors who are not parties to such contract or interested persons (as defined in the 1940 Act) of any such party cast in person at a meeting called for the purpose of voting on such approval.

ARTICLE IX

Amendments

The Board of Directors shall have the power, by a majority vote of the entire Board of Directors at any meeting thereof, to make, alter and repeal by-laws of the Corporation.

Exhibit (d)

INVESTMENT ADVISORY CONTRACT

SEQUOIA FUND, INC.

9 West 57th Street, Suite 5000

New York, New York 10019-2701

April 17, 2017

Ruane, Cunniff & Goldfarb Inc.

9 West 57th Street, Suite 5000

New York, New York 10019-2701

Dear Sirs:

We herewith confirm our agreement with you as follows:

1.       We are engaged in the business of investing and reinvesting our capital in securities of the type and in accordance with the limitations specified in our Certificate of Incorporation, By-Laws, Registration Statement filed with the Securities and Exchange Commission under the Investment Company Act, and any representations made in our Prospectus, all in such manner and to such extent as may from time to time be authorized by our Board of Directors. We enclose copies of the documents listed above and will from time to time furnish you with amendments thereof. We will also keep you currently advised as to the make-up of our portfolio of securities.

2.      (a) We hereby employ you to advise us in respect of investing and reinvesting our capital as above specified, and, without limiting the generality of the foregoing, to provide management and other services specified below.

  (b)       You on your own motion will advise us whenever in your opinion conditions are such as to make it desirable that a specified security or group of securities be eliminated from the portfolio or added to it. You will also keep us in touch with important developments affecting our portfolio and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in our portfolio, or the industries in which they engage, or the economy generally. Similar information is to be furnished us with reference to securities which you may believe desirable for inclusion in our portfolio. You will also furnish us with such statistical information with respect to the securities which we may hold or contemplate purchasing as you may believe appropriate or as we reasonably may request. In advising us, you will bear in mind the limitations imposed by our Certificate of Incorporation and statement of policy included in our Registration Statement under the Investment Company Act and the limitations in the Internal Revenue Code in respect of regulated investment companies.

  (c)       It is understood that you will from time to time employ or associate with you such persons as you believe to be particularly fitted to assist you in the execution of this agreement, the compensation of such persons to be paid by you. No obligation may be incurred on our behalf in any such respect. During the continuance of this agreement you will provide persons satisfactory to our Board of Directors to serve as officers and employees of our corporation, if elected or appointed as the case may be. These shall be a president, a secretary, a treasurer, and such additional officers and employees as may reasonably be necessary for the conduct of our business. You or your affiliates (other than us) shall pay the entire salaries and wages of all of our officers, directors, and employees who are interested persons of you or your affiliates (other than by reason of being our directors, officers or employees), and the salaries of such persons shall not be deemed to be expenses incurred by us for purposes of paragraph 3 hereof.

3.         It is further agreed that you or your affiliates shall be responsible for the following expenses incurred by us during each year or portion thereof that this agreement is in effect between us: (i) the compensation of any of our directors, officers and employees who are interested persons of you or your affiliates (other than by reason of being our directors, officers or employees), (ii) fees and expenses of registering our shares under the appropriate Federal securities laws and of qualifying our shares under applicable State Blue Sky laws, including expenses attendant upon renewing and increasing such registrations and qualifications, and (iii) expenses of printing and distributing our prospectus and sales and advertising materials. We shall be responsible and hereby assume the obligation for payment of all our other expenses, including (a) brokerage and commission expenses, (b) Federal, State or local taxes, including issue and transfer taxes, incurred by or levied on us, (c) interest charges on borrowings, (d) compensation of any of our directors, officers or employees who are not interested persons of you or your affiliates (other than by reason of being our directors, officers or employees), (e) charges and expenses of our custodian, transfer agent and registrar, (f) costs of proxy solicitations, (g) legal and auditing expenses and (h) payment of all investment and advisory fees (including the fees payable to you hereunder). However, you shall reimburse us for the excess, if any, in any year of our operating expenses over 1 1/2% of our average daily net asset values up to a maximum of $30,000,000, plus 1% of our average daily net asset values in excess of $30,000,000. Such operating expenses will not include expenses listed in clauses (a), (b) and (c). Computations under this expense limitation shall be made monthly during our fiscal year, on the basis of the average daily net asset values and operating expenses thus far during such year, and the amount of the excess, if any, over the prorated amount of the expense limitation shall be paid by you to us (or, where such amount of the excess is less than the monthly payment by us to you of the management fee set forth below, shall be deducted from such monthly payment of the management fee), after taking into account, however, any previous monthly payments under the operating expense limitation during such fiscal year. This operating expense limitation will be prorated for the portion of the fiscal year from April 17, 2017 through December 31, 2017.

4.       We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder or by reason of your reckless disregard of your obligations and duties hereunder.

5.       In consideration of the foregoing we will pay you, for each year or portion of a year during which this agreement is effective between us, a management fee of 1.00% per annum of our average daily net asset values. The management fee will be accrued daily and paid to you at the end of each month of our fiscal year.

6.       This agreement shall become effective on April 17, 2017, and shall continue in force until December 31, 2018 and thereafter for successive twelve-month periods (computed from each January 1) provided that such continuance is specifically approved annually by vote of a majority of our outstanding voting securities (as defined in the Investment Company Act) or by our Board of Directors; and by a majority of our directors who are not parties to this agreement or interested persons, as defined in the Investment Company Act, of any such party (other than as directors of our corporation) cast in person at a meeting called for the purpose of voting on such approval. This agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of our outstanding voting securities (as so defined), or by a vote of a majority of our entire Board of Directors on sixty days’ written notice to you, or by you on sixty days’ written notice to us.

7.       This agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by you and this agreement shall terminate automatically in the event of its assignment. The terms “transfer”, “assignment” and “sale” as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.

8.       Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your officers, directors or employees who may also be a director, officer or employee of ours, or persons otherwise affiliated with us (within the meaning of the Investment Company Act of 1940) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association. It is understood that you and your affiliates may render similar investment advisory services to clients other than us for compensation which may be more or less than the compensation charged to us for such services.

9.       It is understood that, whether or not we follow the investment advice and recommendations given by you to us thereunder, the provisions contained herein concerning your compensation hereunder shall be binding on you and us. If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

SEQUOIA FUND, INC.

By: /s/ David M. Poppe                 

David M. Poppe

President and CEO

Accepted By:

Ruane, Cunniff & Goldfarb Inc.

By: /s/ Wendy Goodrich                       

Wendy Goodrich

Executive Vice President

Exhibit (e)

Sequoia Fund, Inc.

9 West 57th Street, Suite 5000
New York, New York 10019-2701

April 17, 2017

Ruane, Cunniff & Goldfarb LLC

9 West 57th Street, Suite 5000
New York, New York 10019-2701

RE: Distribution Agreement

This is to confirm that, in consideration of the agreements on your part herein contained and on the terms and conditions set forth herein, we have agreed that you shall be, for the period of this agreement, the exclusive distributor, as our agent, for the unsold portion of such number of shares of our Common Stock (par value $.10 per share) as may from time to time be effectively registered under the Securities Act of 1933, as amended (hereinafter referred to as the “Act”).

1.       We hereby agree to offer through you as our agent, and to solicit through you as our agent, offers to subscribe to, the unsold balance of shares of our Common Stock as shall then be effectively registered under the Act, and you are appointed our agent for such purpose.

All subscriptions for our shares obtained by you shall be directed to us for acceptance and shall not be binding on us until accepted by us. You shall have no authority to make binding subscriptions on our behalf. We reserve the right to sell our shares directly to investors, whether or not such sales shall have been solicited by us.

The right given to you under this agreement shall not apply to shares issued in connection with:

2.       You will use your best efforts to obtain subscriptions to our shares upon the terms and conditions contained herein and in the then current Prospectus, including the offering price. You will send to us promptly all subscriptions placed with you.

We shall advise you of the net asset value per share as of the close of business of the New York Stock Exchange on the last day of each month and at such other times as it shall have been determined by us.

We shall furnish you from time to time, for use in connection with the offering of our shares, such other information with respect to us and our shares as you may reasonably request.

We shall supply you with such copies of our current Prospectus in effect from time to time as you may request.

You are not authorized to give any information or to make any representations, other than those contained in the Registration Statement or Prospectus, as then in effect, filed under the Act covering our shares or which we may authorize in writing.

You may use employees and agents at your cost and expense to assist you in carrying out your obligations hereunder but no such employee or agent shall be deemed to be our agent or have any rights under this agreement.

3.       We reserve the right to suspend the offering of our shares at any time, in the absolute discretion of our Board of Directors, and upon notice of such suspension you shall cease to offer our shares hereunder.

4.       Both of us will cooperate with each other in taking such action as may be necessary to qualify our shares for sale under the securities laws of such states as we may designate, provided that, unless required by law, regulation or other authority, you shall not be required to register as a broker-dealer or file a consent to service of process in any such state. Pursuant to our Investment Advisory Contract, Ruane, Cunniff & Goldfarb Inc., our investment adviser, or its affiliates shall pay all expenses of the qualification of our shares and our qualification under such laws and all expenses of registration of our shares under the Act. In connection therewith, you shall pay the fees and expenses of qualifying our shares under applicable State Blue Sky laws, including expenses attendant upon renewing and increasing such qualifications. You shall also pay all expenses relating to your broker-dealer qualification.

5.       We represent to you that our Registration Statement and Prospectus (as in effect from time to time) under the Act have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder.

We represent and warrant to you that our Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Act and the rules and regulations of the SEC, and that all statements of fact contained or to be contained therein are or will be true and correct at the time indicated or the effective date as the case may be; that neither our Registration Statement nor our Prospectus, when it shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of our shares.

We will from time to time file such amendment or amendments to our Registration Statement and Prospectus as, in the light of future developments, shall, in the opinion of our counsel, be necessary in order to have our Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of our shares, but, if we shall not file such amendment or amendments within fifteen days after receipt by us of a written request from you to do so, you may, at your option, terminate this agreement immediately.

We shall not file any amendment to our Registration Statement or Prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing in this agreement contained shall in any way limit our right to file at any time such amendments to our Registration Statement and/or Prospectus, of whatever character, as we may deem advisable, such right being in all respects absolute and unconditional.

We represent and warrant to you that any amendment to our Registration Statement or Prospectus hereafter filed by us will, when it becomes effective, contain all statements required to be stated therein in accordance with the Act and the rules and regulations of the SEC, that all statements of fact contained therein will, when the same shall become effective, be true and correct and that no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of our shares.

6.       We agree to indemnify, defend and hold you, and any person who controls you within the meaning of Section 15 of the Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you or any such controlling person may incur, under the Act, or under common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in our Registration Statement or Prospectus in effect from time to time under the Act or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading; provided, however, that in no event shall anything herein contained be so construed as to protect you against any liability to us or our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of your duties, or by reason of your reckless disregard of your obligations and duties under this agreement.

Our agreement to indemnify you and any such controlling person as aforesaid is expressly conditioned upon our being notified of any action brought against you or any such controlling person, such notification to be given by letter or by telegram addressed to us at our principal office in New York, N.Y., and sent to us by the person against whom such action is brought, within ten days after the summons or other first legal process shall have been served. The failure so to notify us of any such action shall not relieve us from any liability which we may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of our indemnity agreement contained in this paragraph 6.

We will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by us and approved by you. In the event we do elect to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case we do not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by us, we will reimburse you or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by you or them.

Our indemnification agreement contained in this paragraph numbered 6 and our representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you or any controlling person and shall survive the sale of any of our shares made pursuant to subscriptions obtained by you. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your successors and assigns, and to the benefit of any controlling persons and their successors and assigns.

We agree promptly to notify you of the commencement of any litigation or proceedings against us in connection with the issue and sale of any of our common stock.

7.       You agree to indemnify, defend and hold us, our several officers and directors, and any person who controls us within the meaning of Section 15 of the Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which we, our officers or directors, or any such controlling person may incur under the Act or under common law or otherwise, but only to the extent that such liability or expense incurred by us, our officers or directors or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by you to us for use in our Registration Statement or Prospectus in effect from time to time under the Act, or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading.

Your agreement to indemnify us, our officers and directors, and any such controlling person as aforesaid is expressly conditioned upon your being notified of any action brought against us, our officers or directors or any such controlling person, such notification to be given by letter or telegram addressed to you at your principal office in New York, New York, and sent to you by the person against whom such action is brought, within ten days after the summons or other first legal process shall have been served.

You shall have a right to control the defense of such action, with counsel of your own choosing, satisfactory to us, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event you or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action.

The failure so to notify you of any such action shall not relieve you from any liability which you may have to us, our officers or directors, or to such controlling person by reason of any such untrue statement of omission on your part otherwise than on account of your indemnity agreement contained in this paragraph 7.

8.       We agree to advise you immediately:

9.       This agreement shall become effective on April 17, 2017, and shall remain in effect until December 31, 2018, and thereafter automatically for successive twelve-month periods (computed from each January 1), provided that such continuance is specifically approved at least annually by our Board of Directors, including a majority of our directors who are not parties to this agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by vote of a majority of our outstanding voting securities.

This agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of outstanding voting securities, or by a vote of a majority of our entire Board of Directors, on sixty days’ written notice to you, or by you on sixty days’ written notice to us.

10.       This agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by you and this agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge. The terms “transfer,” “assignment” and “sale” as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the SEC thereunder.

11.       Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your officers, directors or employees who may also be a director, officer or employee of ours, or persons otherwise affiliated with us (within the meaning of the Investment Company Act of 1940), to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.

If you accept the terms of this Distribution Agreement, please sign and return the enclosed copy.

Very truly yours,


SEQUOIA FUND, INC.

By: /s/ David M. Poppe              

David M. Poppe
President and CEO

ACCEPTED:

April 17, 2017

RUANE, CUNNIFF & GOLDFARB LLC

By: /s/ Wendy Goodrich                    

Wendy Goodrich
Executive Vice President

Exhibit (i)

SEWARD & KISSEL LLP

901 K Street, NW

Washington, DC 20001

Telephone: (202) 737-8833

Facsimile: (202) 737-5184

April 28, 2017

Sequoia Fund, Inc.

9 West 57 ^th Street, Suite 5000

New York, New York 10019-2701

Dear Ladies and Gentlemen:

We have acted as counsel to Sequoia Fund, Inc., a Maryland corporation (the “Company”), in connection with the registration of an indefinite number of shares of the Company’s common stock, par value $.10 per share (the “Shares”), under the Securities Act of 1933, as amended (“Securities Act”). The Company is registered as an investment company under the Investment Company Act of 1940, as amended.

As counsel to the Company, we have participated in the preparation of the Post-Effective Amendment No. 72 to the Company’s Registration Statement on Form N-1A relating to the Shares (File Nos. 2-35566 and 811-01976) (as so amended, the “Registration Statement”). We have examined the Charter and By-Laws of the Company and have examined and relied upon such corporate records of the Company and such other documents as we have deemed to be necessary to render the opinion expressed herein.

Based on such examination, we are of the opinion that the Shares to be offered for sale pursuant to the Registration Statement are, to the extent of the number of Shares authorized to be issued by the Company in its Charter, duly authorized and, when sold, issued and paid for as contemplated by the Registration Statement, will have been validly issued and will be fully paid and nonassessable under the laws of the State of Maryland.

We do not express an opinion with respect to any laws other than the laws of Maryland applicable to the authorization, valid issuance and nonassessability of shares of common stock of corporations formed pursuant to the provisions of the Maryland General Corporation Law. Accordingly, our opinion does not extend to, among other laws, the federal securities laws or the securities or “blue sky” laws of Maryland or any other jurisdiction. Members of this firm are admitted to the bars of the State of New York and the District of Columbia.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm in the Statement of Additional Information included therein.

Very truly yours,

/s/ Seward & Kissel LLP

Exhibit (j)

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Sequoia Fund, Inc.:

We consent to the use of our report dated February 24, 2017, with respect to the statement of assets and liabilities, including the schedule of investments, of Sequoia Fund, Inc. as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended, incorporated herein by reference and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Custodian, Registrar and Shareholder Servicing Agent, Counsel and Independent Registered Public Accounting Firm” and “Financial Statements and Report of Independent Registered Public Accounting Firm’ in the Statement of Additional Information.

/s/ KPMG LLP

New York, New York

April 26, 2017

Exhibit (p)(1)

Ruane, Cunniff & Goldfarb Inc.,

Ruane, Cunniff & Goldfarb LLC and

Sequoia Fund, Inc.

Code of Ethics

(Amended and Restated as of September 12, 2016)

Ruane, Cunniff & Goldfarb Inc. (the “Adviser”), the Sequoia Fund, Inc. (the “Fund”) and Ruane, Cunniff & Goldfarb LLC, the Fund’s distributor (the “Distributor”), believe that adherence to the highest ethical standards is essential to maintaining the continuing confidence of its clients. Therefore, the Adviser, the Fund and the Distributor adopt the following Code of Ethics (the “Code”) and Policies for Preventing Insider Trading (the “Insider Trading Policy”) to establish procedures designed to address potential conflicts of interest resulting from the personal securities trading of employees, officers and directors of the Adviser, the Fund (except for those non-employee directors of the Fund (“Independent Directors”) who are covered by a separate Code of Ethics), and the Distributor (collectively, “Covered Persons”).

The following definitions of underlined terms apply for purposes of the Code and the Insider Trading Policy in addition to the definitions contained elsewhere herein.

Notwithstanding the above, for purposes of the Code, accounts of the “Acacia” and “Wishbone” private funds, including any such funds established in the future and excluding any personal-related funds, will be treated as Client Accounts and not as “ Personal Accounts ”.

NOTE: Personal securities transactions of a Covered Person involving the acquisition of the Beneficial Ownership of any security (not just a Covered Security ) offered through an IPO or Limited Offering must be pre-cleared in the same manner as a Covered Security through the Trading Department or the Designated Supervisory Person .

POLICIES FOR PREVENTING AND DETECTING INSIDER TRADING

SECTION I.     Insider Trading Policy

A.       Introduction

Ruane, Cunniff & Goldfarb Inc. and Ruane, Cunniff & Goldfarb LLC (each, a “Firm” and together, the “Firms”) seek to foster a reputation for integrity and professionalism. To further that goal, this Insider Trading Policy implements procedures to deter the misuse of material, nonpublic information in securities transactions.

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $5,000,000 for individuals and $25,000,000 for corporate entities and/or twenty years imprisonment for individuals. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

The Firms view seriously any violation of this Insider Trading Policy. Violations may constitute grounds for disciplinary sanctions, including dismissal.

B.       Scope of the Insider Trading Policy

This Insider Trading policy will be applied and interpreted broadly. This Insider Trading policy applies to securities trading and information handling by directors, managers, officers and employees of the Firms including family members, and extends to activities within and outside their duties at the Firms.

The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Insider Trading policy in a particular circumstance. Often, asking a single question can clarify application of this policy and applicable law, potentially preventing disciplinary action or complex legal problems. You should direct any questions relating to the Insider Trading policy to the Designated Supervisory Person. You also must notify the Designated Supervisory Person immediately if you have any reason to believe that a violation of the Insider Trading policy has occurred or is about to occur.

C.       Insider Trading Policy

The Firms forbid any officer, director, manager or employee from trading, either personally or on behalf of others, including accounts managed by the Adviser, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Every officer, director, manager and employee must read and retain this Insider Trading Policy. Any questions regarding the Firms’ policy and procedures should be referred to the Designated Supervisory Person.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”) or to communications of material nonpublic information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this Policy Statement, you have any questions you should consult the Designated Supervisory Person.

D.       Who is an Insider?

The concept of “insider” is broad. It includes officers, directors, managers and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, members of a creditors committee and the employees of such organizations. In addition, the Adviser or the Distributor may become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

Trading on nonpublic information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or if it is reasonably certain to have a substantial effect on the price of a company’s securities. Information that supervised persons (e.g., officers, directors, managers and employees) should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, information concerning a proposed private offering (private investment in public equity or “PIPE”) and extraordinary management developments.

Material information does not have to relate to a company’s business, but may also relate to the market for a company’s securities. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

No simple “bright line” test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the Designated Supervisory Person.

Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found on the Internet, in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services , The Wall Street Journal or other publications of general circulation would be considered public.

(a)       For the Firms, contacts with public companies represent an important part of our research efforts and other services. For example, the Adviser may make investment decisions on the basis of the Adviser’s conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, a Firm’s employee or other person subject to this Insider Trading Policy becomes aware of material, nonpublic information. This could happen, for example, if a Firm employee serves as a director on the board of a publicly traded company, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst or if an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, that Firm must make a judgment as to its further conduct. To protect yourself, our clients and the Firms, you should contact the Designated Supervisory Person immediately and before trading in the securities of a company on whose board you serve, if you believe that you may have received material, nonpublic information.

(b)       The Adviser’s use of expert networks, matching services or other industry consultants to obtain research, analysis or other data about issuers could raise the specter of access to material, non-public information. Personnel at these “expert networks” may have a confidential or other relationship with the issuer, as discussed above in Section D.

(c)       Material, nonpublic information may be obtained in a variety of other situations (i.e., other than those identified in (a) and (b) above and Section G below). For example, a person might inadvertently obtain material, nonpublic information through:

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. The employees of the Firms and others subject to this Insider Trading Policy should exercise special caution any time they become aware of nonpublic information relating to a tender offer.

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading. Chiarella v. U.S. , 445 U.S. 22 (1980).

In Dirks v. SEC , 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information (e.g., attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.

However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.

Another basis for insider trading liability is the “misappropriation” theory, where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from any other person. In U.S. v. Carpenter , supra , the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

In addition, any violation of this Insider Trading Policy can be expected to result in serious sanctions by the Firms, including dismissal of the persons involved.

The following procedures have been established to aid the officers, directors, managers and employees (i.e., supervised persons) of the Firms in avoiding insider trading, and to aid the Firms in preventing, detecting and imposing sanctions against insider trading. Every officer, director, manager and employee (i.e., supervised persons) of the Firms must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures you should consult the Designated Supervisory Person.

A.       Identifying Insider Information

Before trading for yourself or others, including accounts managed by the Adviser or for whom either of the Firms performs services, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps:

B.       Personal Securities Trading.

The Firms have adopted a Code of Ethics (the “Code”), which, among other things, restricts personal securities trading and requires preclearance of personal securities transactions. Transactions permitted under the Code may nevertheless be prohibited under this Insider Trading Policy.

All officers, directors, managers and employees of the Firms shall submit to the Designated Supervisory Person a report of every securities transaction in which they, their families (including the spouse, minor children and adults living in the same household as the officer, director, manager or employee), have a beneficial interest.

C.       High-Risk Trading Activities.

Certain high-risk trading activities, if used in the management of the Firms’ officers’, directors’, managers’ or employees’ personal trading portfolios are risky not only because of the nature of the securities transactions themselves, but also because of the potential that action necessary to close out the transaction may become prohibited during the pendency of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments such as option contracts to purchase (“call”) or sell (“put”) securities at certain predetermined prices. Officers, directors, managers and employees of either of the Firms should understand that short sales and trading in derivative instruments involve special risks--derivative instruments, for example, ordinarily have greater price volatility than the underlying security. The fulfillment of the obligations owned by each officer, director, manager and employee to the Firms may heighten those risks. For example, if a Firm becomes aware of material, nonpublic information about the issuer of the underlying securities, that Firm’s personnel may find themselves “frozen” in a position in a derivative security. A Firm will not bear any losses resulting in personal accounts through the implementation of this Insider Trading Policy.

D.       Restricting Access to Material Nonpublic Information

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within either of the Firms, except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private (for example not by cellular telephone), to avoid potential interception.

E.       Resolving Issues Concerning Insider Trading

If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Designated Supervisory Person before trading or communicating the information to anyone.

F.       Use of Expert Networks and Industry Consultants

To the extent the Adviser engages expert networks, matching services or other industry consultants who are compensated by the Adviser for providing research, analysis or other data (“Consultants”), the Designated Supervisory Person will determine the extent to which any of the measures identified in the Adviser’s Expert Network Policy should be taken.

G.       Restricted Lists

Although the Adviser does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted lists in certain securities.

Our Designated Supervisory Person may place certain securities on a “Restricted List.” Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed. Our Designated Supervisory Person will take steps to immediately inform Trading of the securities listed on or removed from the Restricted List.

H.       Acknowledgment

Persons subject to the Code of Ethics/Insider Trading Policy must certify initially and annually thereafter that they have read and understand the foregoing procedures and will comply in all respects with such procedures and that they understand that any violation of the Insider Trading Policy may lead to sanctions, including dismissal. A form of certification is attached as Exhibit A .

The roles of the Head of Trading and the Designated Supervisory Person are critical to the implementation and maintenance of the Firms’ policy and procedures against insider trading. Supervisory Procedures can be divided into two classifications--prevention of insider trading and detection of insider trading.

A.       Prevention of Insider Trading

To prevent insider trading, the Firms should:

B.       Detection of Insider Trading

To detect insider trading, the Designated Supervisory Person should:

C.       Special Reports

Promptly, upon learning of a potential violation of the Firms’ Insider Trading Policy, the Designated Supervisory Person should prepare a written report to senior management or legal counsel, as appropriate, providing full details and recommendations for further action which may include any or all of the following:

D.       General Reports to Management and/or the Board of Directors or Managers

On an as-needed or periodic basis, it may be useful for the Designated Supervisory Person to prepare a written report to the management and/or the Board of Directors of the Adviser or the Board of Managers of the Distributor setting forth some or all of the following:

Upon learning of a violation of the Code, the Fund, the Adviser or the Distributor, may impose such sanctions as it deems appropriate, including, among other things, disgorgement of profits, censure, suspension or termination of service. Further, such violation may also be a violation of the federal securities laws or other federal and state laws. Any such person who is suspected of violating the Code should be reported immediately to the Designated Supervisory Person .

(a)       The Head of Trading, the Designated Supervisory Person or any qualified and properly registered trader will be responsible for approving preclearance requests.

(b)       The Designated Supervisory Person or his designee will be responsible for reviewing reports of securities holdings, brokerage confirmations and periodic statements to determine whether all Covered Persons are complying with the Code.

(c)       The Designated Supervisory Person will inform Covered Persons of their reporting and other obligations under the Code.

(d)      The Designated Supervisory Person will maintain a current list of all Covered Persons subject to the Code.

(e)      The Designated Supervisory Person will periodically report to the President of the Adviser regarding the administration of the Code.

(f)       The Designated Supervisory Person will submit a written report annually to the Board of Directors of the Fund (i) describing any issues arising under the Code since the last such report, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations; and (ii) certifying that the Fund, the Adviser and the Distributor have each adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.

H.       Annual Review & Reports

On an annual basis, the Adviser’s Board of Directors and the Board of Managers of the Distributor will re-evaluate the current policies and procedures in place.

Approved by action of the Adviser’s Board of Directors, Sequoia Fund, Inc.’s Board of Directors and the Board of Managers of the Distributor on September 12, 2016.

By:        /s/ Todd Ruoff                     

Todd Ruoff

Ruane, Cunniff & Goldfarb Inc.

By:        /s/ Todd Ruoff                     

Todd Ruoff

Ruane, Cunniff & Goldfarb LLC

By:        /s/ Todd Ruoff                     

Todd Ruoff

Sequoia Fund, Inc.

EXHIBIT A

Ruane, Cunniff & Goldfarb Inc.,

Ruane, Cunniff & Goldfarb LLC and

Sequoia Fund, Inc.

Acknowledgement/Certification Form

I certify that I have received a copy the Code of Ethics (and any amendments thereto) and a copy of the Insider Trading Policies and Procedures (and any amendments thereto) and that I have read and understand them and agree to abide by them. I understand that any violation of the Code of Ethics or of the Insider Trading Policy may lead to sanctions, including dismissal.

I further certify that I have submitted to the Designated Supervisory Person all holdings reports and instructed all firms where I maintain an account to supply to the Designated Supervisory Person duplicate copies of confirmations and monthly/quarterly account statements containing the information required by the Code of Ethics. I understand that the reports, confirmations and statements must be submitted to the Designated Supervisory Person even if I have no holdings to disclose or transactions to report as indicated below:

[If applicable for Initial Holdings Report: I certify that I currently have no holdings to report.]

[If applicable for Annual Holdings Report: I certify that I have no holdings [and transactions] (other than those previously reported) to report for the year ended ____________, ____.]

EXHIBIT B

Request Date:

PRECLEARANCE REQUEST

I hereby request preclearance for the following trade(s) for the account of

Please signify your approval by signing below.

Approved:      ________________________

EXHIBIT C

Ruane, Cunniff & Goldfarb Inc.

Ruane, Cunniff & Goldfarb LLC

report on outside business activities

Pursuant to the Code, you are required to submit to the Compliance Officer a description of any business activities outside of the Adviser or Distributor in which you have a significant role, including service as an officer or director of any company or on a creditors committee of an issuer. Please describe your outside business activities in the space provided below.

Personnel are not permitted to engage in any outside business activity without prior written authorization from the Designated Supervisory Person .

Additionally, please include information as to whether any family members serve on the board of directors of any company, including a publicly traded company, are otherwise employed by such publicly-traded company or are employed by a brokerage firm or investment bank. Relevant information includes such family member’s name, their relation to you, the company for which such family member works and their title within the organization.

Description of outside business activities:

________________________________________________________

________________________________________________________

________________________________________________________

If you do not have an outside business activity and if no family members are employed by a publicly traded or private company, please check the following box: ¨

Exhibit (p)(2)

CODE OF ETHICS
OF THE INDEPENDENT Directors
OF Sequoia Fund, Inc.

Effective September 12, 2016

OVERVIEW

The Board of Directors (the “Board”) of Sequoia Fund, Inc. (the “Fund”) has adopted this code of ethics (the “Code”) applicable to Directors who are not “interested persons” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”) (the “Independent Directors” or “Subject Persons”).

This Code is separate and distinct from other codes of ethics that the Board of the Fund has approved applicable to Ruane, Cunniff & Goldfarb Inc. (the “Adviser”), the Fund’s investment adviser, Ruane, Cunniff & Goldfarb LLC (the “Distributor”), the Fund’s distributor, and their officers, directors, and employees.

This Code is administered by the Chief Compliance Officer of the Fund (the “CCO”).

SECTION I. SCOPE AND GENERAL PURPOSE

A.        Personal Investment Activities . It is unlawful for a Subject Person in connection with his or her purchase or sale (directly or indirectly) of a Security Held or to be Acquired by the Fund (as defined in Appendix B hereto), to:

B.       Insider Trading. It is unlawful for a Subject Person to use material, non-public information in violation of the federal securities laws (“insider trading”). The Fund’s policy on insider trading applicable to a Subject Person is set forth on Appendix A hereto.

If a Subject Person becomes aware of any potential violation of this Code, he or she shall report such matter to the CCO as soon as reasonably practicable.

SECTION II. PERSONAL TRADING REPORTING OBLIGATIONS

Except as provided below, a Subject Person is ordinarily not required to report his or her personal securities transactions to the Fund or its representatives under this Code. A Subject Person is, however, required to deliver to the CCO a transaction report containing the information set forth in Appendix B if the Subject Person knew or, in the ordinary course of fulfilling his or her official duties as an Independent Director, should have known, that during the fifteen-day period immediately before or after a transaction by such Subject Person in a Covered Security (as defined in Appendix B, and including securities both directly and indirectly beneficially owned by such Subject Person), the Fund purchased or sold such Covered Security, or the Fund or the Adviser considered purchasing or selling such Covered Security.

SECTION III. ADMINISTRATION AND ENFORCEMENT

A.        Review of Reports

The CCO and the Audit Committee of the Fund shall review any reports delivered by a Subject Person pursuant to this Code at the next regularly scheduled meeting of the Committee or sooner if deemed necessary by the CCO and the Chair of the Committee. Any such review shall give special attention to evidence, if any, of violations or potential violations of the antifraud provisions of the federal securities law or the procedural requirements or ethical standards of this Code.

B.        Investigations of Potential Violations

The Audit Committee of the Fund with the assistance of the CCO, shall investigate any potential violation of the provisions of this Code. After completion of such investigation, the Committee shall determine whether a violation has occurred and, if so, make a recommendation to the Board of the Fund as to any action to be taken in response thereto. Any member of the Committee who is alleged to have been involved in a violation shall be excluded from any vote as to whether a violation has occurred or with respect to any action to be taken.

C.        Recordkeeping

The Fund must maintain the following records and make these records available to the Securities and Exchange Commission at any time and from time to time for reasonable periodic, special or other examination:

D.        Amendments

Any amendment to this Code must be approved by a majority of the Directors of the Board of the Fund including a majority of the Independent Directors.

E.        Annual Report

On at least an annual basis, (i) the CCO, in consultation with the Audit Committee of the Fund shall provide the Board of the Fund with a written report that describes issues that arose under this Code since the prior such report, including information relating to material violations of this Code and any actions taken, procedures adopted or sanctions imposed as a result of such violations, and (ii) the CCO shall provide the Board of the Fund with a certification that the Fund has adopted procedures reasonably necessary to prevent the Subject Persons from violating the Code.

F.        Certification

Each Subject Person must sign a certification (substantially in the form of Appendix C hereto) promptly after i) the effective date of this Code or ii) becoming a Subject Person, which certification acknowledges that the Subject Person: (i) has received a copy of this Code and any amendments hereto, (ii) has read and understands all the provisions of this Code, and (iii) agrees to comply with the provisions of this Code.

APPENDIX A

Insider Trading Policy

While the law concerning insider trading is not static or clearly defined, the federal securities laws are generally understood to prohibit:

It is the Fund’s policy that:

Any questions regarding the Fund’s insider trading policy should be addressed to the CCO of the Fund.

appendix b

Transaction Report