As filed with the Securities and Exchange

Commission on April 27, 2018

File No. 002-35566

811-01976

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

Pre-Effective Amendment No. ¨

Post-Effective Amendment No. 74 x

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 52 x

Sequoia Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

9 West 57 ^th Street, Suite 5000

New York, NY 10019

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (800) 686-6884

(Name and Address of Agent for Service)

David M. Poppe

Ruane, Cunniff & Goldfarb L.P.

9 West 57 ^th Street

Suite 5000

New York, New York 10019

Copy to:

Paul M. Miller

Seward & Kissel LLP

901 K Street, NW

Washington, D.C. 20001

It is proposed that this filing will become effective:

	¨	immediately upon filing pursuant to paragraph (b)
	x	on May 1, 2018 pursuant to paragraph (b)
	¨	60 days after filing pursuant to paragraph (a)(1)
	¨	on (date) pursuant to paragraph (a)(1)
	¨	75 days after filing pursuant to paragraph (a)(2)
	¨	on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

[GRAPHIC MISSING]

PROSPECTUS

May 1, 2018

Sequoia Fund, Inc.
Ticker: SEQUX

9 West 57 ^th Street, Suite 5000
New York, NY 10019-2701
(800) 686-6884

THE SECURITIES AND EXCHANGE COMMISSION HAS
NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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	PAGE
SEQUOIA FUND, INC.		1
Investment Objective		1
Fees and Expenses of the Fund		1
Portfolio Turnover		1
Principal Investment Strategies		1
Principal Risks		2
Bar Chart and Performance Information		3
Investment Adviser		4
Portfolio Managers		4
Purchase and Sale of Fund Shares		5
Tax Information for the Fund		5
Payments to Broker-Dealers and Other Financial Intermediaries		5
MANAGEMENT OF THE FUND		5
Investment Adviser		5
Portfolio Managers and Investment Committee		6
Legal Proceedings		6
PURCHASE AND SALE OF SHARES		8
How the Fund Values Its Shares		8
How to Buy Shares		9
How to Redeem Shares		12
Information about Online Account Information and Transactions		14
Frequent Purchases and Redemptions of Shares		15
Transactions Through Financial Services Organizations		15
Unclaimed Property		16
DIVIDENDS, DISTRIBUTIONS AND TAXES		16
GENERAL INFORMATION		17
FINANCIAL HIGHLIGHTS		18

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SEQUOIA FUND, INC.
(the “Fund”)

Investment Objective

The Fund’s investment objective is long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

The Fund does not impose any sales charges, exchange fees or redemption fees.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Management Fees	1.00	%
Other Expenses	.07	%
Total Annual Fund Operating Expenses*	1.07	%

Does not reflect Ruane, Cunniff & Goldfarb L.P.’s (the “Adviser”) contractual reimbursement of a portion of the Fund’s operating expenses. This reimbursement is a provision of the Adviser’s investment advisory agreement with the Fund and the reimbursement will be in effect only so long as that investment advisory agreement is in effect. For the year ended December 31, 2017, the Fund’s annual operating expenses and investment advisory fee, net of such reimbursement, were 1.00% and 0.93%, respectively.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


1 Year	3 Years	5 Years	10 Years
$109	$340	$590	$1,306

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 18% of the average value of its portfolio.

Principal Investment Strategies

The Fund’s investment objective is long-term growth of capital. In pursuing this objective, the Fund focuses on investing in equity securities that it believes are undervalued at the time of purchase and have the potential for growth. A guiding principle is the consideration of equity securities, such as common stock, as units of ownership of a business and the purchase of them when the price appears low in relation to the value of the total enterprise.

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No weight is given to technical stock market studies. The balance sheet and earnings history and prospects of each company are extensively studied to appraise fundamental intrinsic value. The Fund normally invests in equity securities of U.S. and non-U.S. companies. The Fund may invest in securities of issuers with any market capitalization. The Fund typically sells the equity security of a company when the company shows deteriorating fundamentals, its earnings progress falls short of the Adviser’s expectations or its valuation appears excessive relative to its expected future earnings.

Ordinarily, the Fund’s portfolio is invested in equity securities of U.S. and non-U.S. companies. The Fund is not required, however, to be fully invested in equity securities and, in fact, usually maintains a portion of its total assets in cash and securities generally considered to be cash equivalents, including, but not limited to, short-term U.S. Government securities. Depending upon market conditions, cash reserves may be a significant percentage of the Fund’s net assets. The Fund usually invests its cash reserves principally in U.S. Government securities. The Fund is classified as non-diversified.

Principal Risks

•

Market Risk. This is the risk that the value of the Fund’s investments will fluctuate as the stock markets fluctuate and that prices overall will decline, perhaps severely, over short-term or long-term periods. You may lose money by investing in the Fund.

•

Value Investing Risk. Investing in undervalued securities involves the risk that such securities may never reach their expected market value, either because the market fails to recognize a security’s intrinsic worth or the expected value was misgauged. Such securities may decline in value even though they are already undervalued.

•

Non-Diversification Risk. The Fund is “non-diversified,” meaning that it invests its assets in a smaller number of companies than many other funds. As a result, your investment in the Fund has the risk that changes in the value of a single security may have a significant effect, either negative or positive, on the Fund’s net asset value per share (“NAV”).

•

Foreign (Non-U.S.) Risk. This is the risk that the value of the Fund’s investments in securities of foreign issuers will be affected adversely by foreign economic, social and political conditions and developments or by the application of foreign legal, regulatory, accounting and auditing standards or foreign taxation policies or by currency fluctuations and controls. The risks to the Fund and, therefore, to your investment in the Fund, of investing in foreign securities include expropriation, settlement difficulties, market illiquidity and higher transaction costs. The prices of foreign securities may move in a different direction than the prices of U.S. securities. In addition, the prices of foreign securities may be more volatile than the prices of U.S. securities.

•

Currency Risk. This refers to the risk that securities that trade or are denominated in currencies other than the U.S. Dollar may be affected by fluctuations in currency exchange rates. An increase in the strength of the U.S. Dollar relative to a foreign currency will generally cause the U.S. Dollar value of an investment denominated in that currency to decline. Currency risk may be hedged or unhedged. Unhedged currency exposure may result in gains or losses as a result of a change in the relationship between the U.S. Dollar and the respective foreign currency.

•

Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established issuers. Small-cap and mid-cap companies may be engaged in business within a narrow geographic region, be less well-known to the investment community and have more volatile share prices. These companies often lack management depth and have narrower market penetrations, less diverse product lines and fewer resources than larger companies. Moreover, the securities of such companies often have less market liquidity and, as a result, their stock prices often react more strongly to changes in the marketplace.

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•

Growth Company Risk. The prices of growth securities are often highly sensitive to market fluctuations because of their heavy dependence on future earnings or cash flow expectations, and can be more volatile than the market in general.

•

Risks of Investing in a Managed Fund. Performance of individual securities can vary widely. The investment decisions of the Adviser may cause the Fund to underperform other investments or benchmark indices. The Fund may also underperform other mutual funds with similar investment strategies. The Adviser may be incorrect in assessing a particular industry or company, including the anticipated earnings growth of the company. The Adviser may not buy securities at the lowest possible prices or sell securities at the highest possible prices. As with any mutual fund investment, there can be no guarantee that the Fund will achieve its investment goals.

•

Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Fund’s desired price or at all, can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any investment, you may lose money by investing in the Fund.

Bar Chart and Performance Information

The bar chart and the table shown below provide an indication of the historical risk of an investment in the Fund by showing changes in the Fund’s performance from year-to-year over a 10-year period and by showing how the Fund’s average annual returns for one, five, and ten years compare to the Standard & Poor’s 500 Index (“S&P 500 Index”), a broad-based securities market index. The Fund’s past performance, of course, does not necessarily indicate how it will perform in the future.

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During the period shown in the bar chart, the highest return for a quarter was 12.59% (4th quarter 2011) and the lowest return for a quarter was (19.95)% (4th quarter 2008).

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Average Annual Total Returns
(for the periods ended December 31, 2017)


	1 Year			5 Years			10 Years
Sequoia Fund
Return Before Taxes		20.07	%		8.44	%		7.05	%
Return After Taxes on Distributions		16.49	%		6.48	%		5.94	%
Return After Taxes on Distributions and Sale of Fund Shares		14.11	%		6.46	%		5.58	%
S&P 500 Index
(reflects no deduction for fees, expenses or taxes)		21.83	%		15.79	%		8.50	%

After-tax returns are estimates, which are calculated using the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. In some instances, the “Return After Taxes on Distributions and Sale of Fund Shares” may be greater than “Return Before Taxes” because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains. Actual after-tax returns depend on an individual investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Investment Adviser

The Fund’s investment adviser is Ruane, Cunniff & Goldfarb L.P.

Portfolio Managers

The following persons serve as co-portfolio managers of the Fund and are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio:


Employee	Title		Length of Service with the Fund
David M. Poppe		President and Chief Executive Officer of the Fund; Managing Director of the Adviser		Since March 2006
John B. Harris		Managing Director of the Adviser		Since May 2016
Arman Gokgol-Kline		Analyst of the Adviser		Since May 2016
Trevor Magyar		Analyst of the Adviser		Since May 2016
D. Chase Sheridan		Analyst of the Adviser		Since May 2016

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Purchase and Sale of Fund Shares

Your purchase of Fund shares is subject to the following minimum initial investment amounts:


Type of Account		Minimum Initial Investment
Regular	$	5,000
IRA	$	2,500

The Fund does not impose minimum investment amounts with respect to subsequent investments.

You may redeem your shares ( i.e., sell your shares to the Fund) on any day the New York Stock Exchange (the “Exchange”) is open. You may redeem Fund shares by contacting the Fund: (i) by telephone at 1-800-686-6884; (ii) in writing c/o DST Systems Inc., P.O. Box 219477, Kansas City, Missouri 64121-9477; or (iii) through the Internet at www.sequoiafund.com (if you have online transaction capabilities). You may redeem Fund shares held indirectly through a financial intermediary by contacting that financial intermediary directly.

Tax Information for the Fund

The Fund intends to make distributions that may be taxed as ordinary income or capital gains.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for recordkeeping, shareholder servicing and other administrative services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

MANAGEMENT OF THE FUND

Investment Adviser

The Fund’s investment adviser is Ruane, Cunniff & Goldfarb L.P. (the “Adviser”), 9 West 57 ^th Street, Suite 5000, New York, New York 10019-2701. The Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”). Ruane, Cunniff & Goldfarb LLC (the “Distributor”), an affiliate of the Adviser, is a registered broker-dealer and a member of the Exchange.

The Adviser furnishes investment advisory services to the Fund pursuant to an investment advisory agreement (the “Advisory Agreement”). Under the Advisory Agreement, the Adviser receives an annual fee equal to 1.00% of the Fund’s average daily net assets. Pursuant to the Advisory Agreement, the Adviser is contractually obligated to reimburse the Fund for the amount, if any, by which the operating expenses of the Fund (including the investment advisory fee) in any year exceed the sum of 1½% of the average daily net asset value of the Fund for such year up to a maximum of $30 million of net assets plus 1.00% of the Fund’s average daily net asset value in excess of $30 million. This reimbursement will be in effect only so long as the Advisory Agreement is in effect. For the fiscal year ended December 31, 2017, the Fund’s payment to its investment adviser (which then was the Adviser’s parent, Ruane, Cunniff & Goldfarb Inc. (“RCG Inc.”)) amounted to 0.93% of the Fund’s average daily net assets, after subtracting certain Fund operating expenses that the Adviser reimbursed to the Fund.

A discussion regarding the basis for the approval by the Board of Directors (the “Board”) of the Advisory Agreement is available in the Fund’s semi-annual report to shareholders for the fiscal period ended June 30, 2017.

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Portfolio Managers and Investment Committee

David M. Poppe, John B. Harris, Arman Gokgol-Kline, Trevor Magyar and D. Chase Sheridan, the co-portfolio managers of the Fund, are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio, subject to the investment parameters established from time to time by the Investment Committee of the Adviser (the “Committee”). The Committee, which reflects the team approach used by the Adviser, is comprised of the co-portfolio managers, all of whom are voting members of the Committee, and Greg Alexander, who is a non-voting member of the Committee. The Committee meets regularly to discuss investment parameters for the Fund. The following table lists the co-portfolio managers and each person’s principal occupation during the past five years:


Employee	Principal Occupation During the Past Five (5) Years
David M. Poppe*		President and Chief Executive Officer of the Fund; Managing Director of the Adviser. He has been associated with RCG Inc. in a substantially similar capacity to his current position since prior to 2013, including service as a Management Committee member of RCG Inc. since 2016.
John B. Harris		Managing Director of the Adviser and analyst of the Adviser since February 2018. Prior thereto, he was a Management Committee member of RCG Inc. since 2016 and an analyst of RCG Inc. since prior to 2013.
Arman Gokgol-Kline		Analyst of the Adviser. He has been associated with RCG Inc. in a substantially similar capacity to his current position since prior to 2013.
Trevor R. Magyar		Analyst of the Adviser. He has been associated with RCG Inc. in a substantially similar capacity to his current position since prior to 2013.
D. Chase Sheridan		Analyst of the Adviser. He has been associated with RCG Inc. in a substantially similar capacity to his current position since prior to 2013.

Chair of the Investment Committee. Mr. Poppe may take actions for the Fund that are not within the investment parameters established by the Committee in the event that he determines that events or circumstances require him to take such actions and it is not practicable to convene a meeting of the Committee. Mr. Poppe has been authorized by the Committee to limit the value of the Fund’s investment in any security from exceeding 20% of the Fund’s net assets.

The Fund’s Statement of Additional Information (“SAI”) provides additional information about the compensation of the co-portfolio managers, other accounts managed by such persons, and such persons’ ownership of the Fund’s securities.

Legal Proceedings

On January 8, 2016, Stanley H. Epstein, Harriet P. Epstein, and SEP IRAA/C Peter Christopher Gardner, derivatively and on behalf of the Fund, filed a suit against Ruane, Cunniff & Goldfarb Inc., Robert D. Goldfarb, David Poppe, Robert L. Swiggett and Roger Lowenstein (collectively, the “Defendants”) in the Supreme Court of the State of New York, County of New York. The Fund is also named in the suit as a Nominal Defendant. On May 9, 2016, the plaintiffs filed an amended complaint, adding Edward Lazarus as an additional Defendant. The amended complaint asserts derivative claims in connection with certain of the Fund’s investments against the Defendants for alleged breach of fiduciary duty, aiding and abetting breach of fiduciary duty, breach of contract and gross negligence. The case is Epstein v. Ruane, Cunniff & Goldfarb Inc. et al., 650100/2016, Supreme Court of the State of New York, County of New York (Manhattan). In February 2017, the court granted the Defendants’ motion to dismiss all claims in the action. On March 22, 2017, the plaintiffs filed a notice of appeal from the court’s dismissal. On November 21, 2017, plaintiffs Stanley Epstein and Harriet Epstein filed a Stipulation of Voluntary Discontinuance

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of their claims. On December 21, 2017, SEP IRAA/C Peter Christopher Gardner, derivatively and on behalf of the Fund, filed a brief in the Appellate Division – First Department appealing the Supreme Court’s Order dismissing all claims.

On November 14, 2017, Donald Tapert, derivatively and on behalf of the Fund, filed a suit against David M. Poppe, Edward Lazarus, Robert L. Swiggett, Roger Lowenstein, Tim Medley, John B. Harris, Peter Atkins, Melissa Crandall, Robert D. Goldfarb, and Ruane, Cunniff & Goldfarb Inc., in the Baltimore City Circuit Court, Maryland. The Fund is also named in the suit as a Nominal Defendant. The complaint asserts derivative claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste of corporate assets, and unjust enrichment. The case is Donald Tapert v. David M. Poppe et al., Case No. 24-C-17-005430 Baltimore City Circuit Court, Maryland.

On February 9, 2018, Charles Wilfong & Ann R. Wilfong JTWROS, derivatively on behalf of the Fund, filed a suit against Ruane, Cunniff & Goldfarb Inc., Robert D. Goldfarb, David Poppe and Roger Lowenstein, in the Supreme Court of the State of New York. The Fund is also named in the suit as a Nominal Defendant. The complaint asserts derivative claims for breach of duty of loyalty, breach of duty of care, and wrongful refusal to take action. The case is Charles Wilfong v. Ruane, Cunniff & Goldfarb Inc. et al., 650699/2018, Supreme Court of the State of New York, County of New York (Manhattan).

On March 14, 2016, Clive Cooper, individually and as a representative of a class, on behalf of DST Systems, Inc. 401(k) Profit Sharing Plan, filed a suit in the Southern District of New York against Ruane, Cunniff & Goldfarb Inc., DST Systems, Inc., The Advisory Committee of the DST Systems, Inc. 401(K) Profit Sharing Plan, the Compensation Committee of the Board of Directors of DST Systems, Inc., Jerome H. Bailey, Lynn Dorsey Bleil, Lowell L. Bryan, Gary D. Forsee, Gregg Wm. Givens, Charles E. Haldeman, Jr., Samuel G. Liss and John Does 1-20. The complaint asserts claims for alleged breach of fiduciary duty and violation of ERISA’s prohibited transaction rules, co-fiduciary breach, and breach of trust in connection with certain investments made on behalf of the Plan. The case is Cooper v. DST Systems, Inc. et al., Case No. 1:16-cv-01900-WHP, U.S. District Court for the Southern District of New York. The plaintiffs in the action dismissed without prejudice all claims against all of the defendants other than Ruane, Cunniff & Goldfarb Inc., which was thereby the only defendant in the case. On August 15, 2017, the court granted Ruane, Cunniff & Goldfarb Inc.’s motion to compel arbitration and the case was dismissed on August 17,2017. On September 8, 2017, the plaintiffs filed a notice of appeal from the Court’s Order granting the motion to compel arbitration and dismissing the case. The Fund is not a defendant in this lawsuit.

On September 1, 2017, plaintiffs Michael L. Ferguson, Myrl C. Jeffcoat and Deborah Smith, on behalf of the DST Systems, Inc. 401(k) Profit Sharing Plan, filed a suit in the Southern District of New York against Ruane, Cunniff & Goldfarb Inc., DST Systems, Inc., The Advisory Committee of the DST Systems, Inc. 401(K) Profit Sharing Plan, the Compensation Committee of the Board of Directors of DST Systems, Inc., George L. Argyros, Tim Bahr, Jerome H. Bailey, Lynn Dorsey Bleil, Lowell L. Bryan, Ned Burke, John W. Clark, Michael G. Fitt, Gary D. Forsee, Steven Gebben, Gregg Wm. Givens, Kenneth Hager, Charles E. Haldeman, Jr., Lawrence M. Higby, Joan Horan, Stephen Hooley, Robert T. Jackson, Gerard M. Lavin, Brent L. Law, Samuel G. Liss, Thomas McDonnell, Jude C. Metcalfe, Travis E. Reed, M. Jeannine Strandjord, Beth Sweetman, Douglas Tapp and Randall Young. On November 20, 2017, the plaintiffs filed an amended complaint, which no longer names any of the individuals as defendants. The amended complaint asserts claims for alleged breach of fiduciary duty under ERISA, breach of trust, and other claims. The case is Ferguson, et al. v. Ruane, Cunniff & Goldfarb Inc., Case No. 1:17-cv-06685 (S.D.N.Y.). The Fund is not a defendant in this lawsuit.

On September 7, 2017, plaintiff Stephanie Ostrander, as representative of a class of similarly situated persons, and on behalf of the DST Systems, Inc. 401(k) Profit Sharing Plan, filed a suit in the Western District of Missouri against DST Systems, Inc., The Advisory Committee of the DST Systems, Inc,. 401(k) Profit Sharing Plan, The Compensation

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Committee of The Board of Directors of DST Systems, Inc., Ruane, Cunniff & Goldfarb, Inc. and John Does 1-20. The complaint asserts claims for alleged breach of fiduciary duty, breach of trust, and other claims. The case is Ostrander v. DST Systems, Inc. et al., Case No. 4:17-cv-00747-GAF. The Fund is not a defendant in this lawsuit. On February 2, 2018, the court granted the defendants’ motion to dismiss all claims.

Ruane, Cunniff & Goldfarb Inc. believes that the foregoing lawsuits are without merit and intends to defend itself vigorously against the allegations in them. The outcomes of these lawsuits are not expected to have a material impact on the Fund’s financial statements.

PURCHASE AND SALE OF SHARES

How the Fund Values Its Shares

The Fund calculates its NAV at the close of regular trading on the Exchange (normally 4:00 p.m., Eastern Time) each day the Exchange is open for business. Generally this means any weekday exclusive of New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. To calculate the NAV, the Fund’s assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The Fund values its assets at their current market value determined on the basis of market quotations or, if such quotations are not readily available or are determined to be unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board.

When it uses fair value pricing, the Fund may take into account various factors that it deems appropriate, including developments related to the specific security, price and trading comparisons of securities of comparable issuers, the liquidity of the market for the security and current valuations of appropriate surrogates such as American Depository Receipts or foreign futures indices. Fair value pricing involves subjective judgments. Accordingly, it is possible that the fair value price determined for a security will differ materially from the price that is realized upon the sale of that security.

The Fund expects to use fair value pricing for securities primarily traded on U.S. exchanges only under limited circumstances, such as the early closing of the Exchange on which a security is traded or suspension of trading in the security. The Fund may use fair value pricing more frequently for securities primarily traded in non-U.S. markets because, among other things, most foreign markets close well before the Fund values its securities at the close of the Exchange. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market movements, may have occurred in the interim.

Subject to its oversight, the Board has delegated responsibility for valuing the Fund’s assets to the Adviser. The Adviser values the Fund’s assets in accordance with the valuation policies and procedures approved by the Board.

Your order for purchase of shares is priced at the next-determined NAV calculated after your order is received in “good order” (see definition under “Additional Purchase Information”) by the Fund. If you purchase or redeem shares on a day when the Exchange is closed, the NAV will be determined as of the close of business on the next following day that the Exchange is open for trading. Since certain securities owned by the Fund trade on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the value of the Fund’s assets may change on days when you are unable to purchase or redeem shares.

The Fund reserves the right to reject any order to purchase shares (including additional investments by existing shareholders).

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How to Buy Shares

You may purchase shares of the Fund directly by mail, by wire transfer or through the Internet at www.sequoiafund.com (if you have online transaction capabilities) or indirectly through participating financial intermediaries that have selling or other similar arrangements with the Fund. After you have established an account with the Fund directly and made your first purchase, you may make subsequent purchases by mail or telephone or through the Internet (if you have online transaction capabilities) or the Fund’s automatic investment plan. The Fund accepts purchase orders for fractional shares.

The Fund reserves the right to withdraw the offering of Fund shares at any time, without notice.

Important Note to New Taxable Investors : As of March 31, 2018, the net unrealized appreciation of the Fund’s portfolio was approximately 41.4% of the Fund’s net assets. If the Fund sells appreciated securities and distributes the profit, the distributed appreciation will be taxable to you either as capital gains or as ordinary income, depending upon how long the Fund held the appreciated securities. You should carefully consider the potential tax effects prior to making an investment in the Fund.

Federal law requires all financial institutions, including the Fund, to obtain, verify and record information that identifies each person opening an account with the Fund. If you are opening an account with the Fund and do not provide the requested information, the Fund (or its transfer agent) may not be able to open an account for you. If the Fund (or its transfer agent) is unable to verify your identity, or believes that it has identified potentially criminal activity, the Fund reserves the right to close your account or take such other action it deems reasonable or required by law.

Limitations or Restrictions on Purchases of Fund Shares

The Fund may impose limitations or restrictions on purchases of Fund shares periodically to protect the implementation of the Fund’s investment strategy or objective. When Fund assets reach a level at which additional inflows can be invested without impairing the implementation of the Fund’s investment strategy or objective, the Fund may remove an existing limitation or restriction on purchases of Fund shares.

When the Fund imposes a limitation or restriction on purchases of Fund shares or modifies a limitation or restriction, the Fund will post information concerning the limitation or restriction or modification on its website at www.sequoiafund.com. Investors may request information about any limitation or restriction by calling the Fund at 800-686-6884.

The Fund retains the right to make exceptions to any limitation or restriction on purchases of Fund shares. The SAI provides more information about why and when the Fund may impose limitations or restrictions on purchases of Fund shares.

Purchases By Mail

To make your initial purchase of Fund shares by mail, complete the appropriate account application (located on the Fund’s website), make a check payable to “Sequoia Fund, Inc.,” and send the completed account application and check to:


If by mail: Sequoia Fund, Inc. c/o DST Systems, Inc. P.O. Box 219477 Kansas City, MO 64121-9477			If via express delivery, registered or certified mail: Sequoia Fund, Inc. c/o DST Systems, Inc. 430 West 7 ^th Street Kansas City, MO 64105

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Please note that an account cannot be opened by mail without a completed and signed account application.

To make subsequent purchases by mail, make a check payable to “Sequoia Fund, Inc.” and mail the check to the above-referenced address that corresponds to the method of delivery. Please include your account number on the check. You will be charged a fee (minimum of $5.00) for any check used for the purchase of Fund shares that is returned unpaid.

The Fund does not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services of purchase orders does not constitute receipt by the Fund’s transfer agent. The share price used to fill the purchase order is the next price calculated by the Fund after the Fund’s transfer agent receives the order in proper form at the P.O. Box provided for regular mail delivery or the office address provided for express mail delivery.

The transfer agent has adopted reasonable procedures to protect against unauthorized or ambiguous transactions. Assuming the transfer agent acts properly on your instructions and follows such procedures, neither the Fund, nor the transfer agent, will be responsible for any losses due to unauthorized or ambiguous instructions.

Purchases by Wire

To open an account with the Fund and make an initial purchase of Fund shares by wire, call 1-800-686-6884 for details. You must complete the appropriate account application prior to purchasing Fund shares by wire.

To make subsequent purchases by wire, wire your funds using the instructions set forth below. As indicated below, please include the Fund’s name and your account number on the wiring instructions.

UMB Bank, N.A.
ABA #101000695
Sequoia Fund, Inc.
DDA Acct. #9871691772
Ref: (Name and Account Number)

Wired funds must be received by the Fund prior to the close of the Exchange on any day in order to receive the Fund’s NAV for that day. Heavy wire traffic over the Federal Reserve System may delay the arrival of purchase orders made by wire.

Purchases Through the Internet

You may open only the following types of accounts at www.sequoiafund.com: individual, joint, Transfer on Death, UGMA/UTMA and Traditional, SEP, Rollover and Roth IRAs (“Eligible Online Accounts”). Once you have opened an account online with the Fund and registered for online transaction privileges, you may make initial and additional purchases of Fund shares online. To purchase shares online, you must have Automated Clearing House (“ACH”) instructions on your account. The ACH network is an electronic funds transfer system, which is governed by rules established by the National Automated Clearing House Association, an electronic payments association and the Federal Reserve. Purchases of Fund shares online will be completed via ACH, and the amount of the purchase will be deducted from your bank account. Your account with the Fund will be credited with Fund shares on the trade date, but the dollar amount will not post until it clears the banking system.

If you plan to purchase Fund shares through the Internet, please review the important information below under “Information about Online Account Information and Transactions.”

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Additional Purchases by Telephone

You may not make initial purchases of Fund shares by telephone. You may, however, make additional purchases of Fund shares by telephone if you have elected such option on the account application and provided the Fund with the necessary information to complete such purchases. Call 1-800-686-6884 for details. Purchases of Fund shares by telephone will be completed via ACH, and the amount of the purchase will be deducted from your bank account. Your account with the Fund will be credited with the additional shares on the trade date, but the dollar amount will not post until it clears the banking system.

Additional Purchases by the Automatic Investment Plan via ACH

You may not make initial purchases of Fund shares by ACH other than through online transaction privileges. You may, however, make additional purchases of Fund shares by ACH if you have elected the automatic investment plan option on the account application and provided the Fund with the necessary information to complete such purchases. Through the automatic investment plan, you can make fixed, periodic purchases of Fund shares by means of automatic money transfers (ACH transfers) from your bank account. Such purchases are accepted on the 1st day and 15th day of each month. Please allow up to 15 days to establish the automatic investment plan for your Fund account. The Fund may amend or terminate the terms and conditions of the automatic investment plan option at any time, and will notify you at least 30 days in advance if it does so.

You can cancel or modify the automatic investment plan with respect to your Fund account by making your cancellation or modification request: (i) in writing and sending the request to the address listed below; or (ii) through the Internet at www.sequoiafund.com.


If by mail: Sequoia Fund, Inc. c/o DST Systems, Inc. P.O. Box 219477 Kansas City, MO 64121-9477			If via express delivery, registered or certified mail: Sequoia Fund, Inc. c/o DST Systems, Inc. 430 West 7 ^th Street Kansas City, MO 64105

Please allow up to three days to cancel or modify the automatic investment plan for your Fund account.

Additional Purchase Information

Orders for the purchase of Fund shares will not be accepted unless they are in “good order.” A purchase order is generally in “good order” if an acceptable form of payment accompanies the purchase order and the order includes:

(i)

Your account number;

(ii)

The number of shares to be purchased or the dollar value of the amount to be purchased;

(iii)

Any required signatures of all account owners exactly as they are registered on the account;

(iv)

Any required signature guarantees; and

(v)

Any supporting legal documentation that is required in the case of estates, trusts, corporations or partnerships, and for certain types of other accounts.

Checks must be payable in U.S. dollars and must be drawn on a U.S. bank. Third-party checks ( i.e ., any check which is not made payable to the Fund, DST Systems, Inc. or a retirement account custodian), credit cards, money orders, travelers’ checks, bearer securities, cashier’s checks and cash will not be accepted. You will be charged a fee (minimum of $5.00) for any check used for the purchase of Fund shares that is returned unpaid. If you purchased

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Fund shares by check, you may not receive the proceeds of a subsequent redemption request until there is a reasonable belief that the check has cleared, which may take up to 15 calendar days after the purchase date.

The transfer agent has adopted reasonable procedures to protect against unauthorized transactions made by telephone. Assuming the transfer agent acts properly on telephone instructions and follows such procedures, neither the Fund nor the transfer agent will be responsible for any losses due to transactions authorized by telephone.

Individual Retirement Accounts

You also may purchase shares for an individual retirement account, or IRA, including a Roth IRA. IRA investments are available for regular contributions as well as for qualified rollover contributions of distributions received from certain employer-sponsored pension and profit-sharing plans and from other IRAs. All assets in the IRA are automatically invested in Fund shares. There is an annual fee of $12.00 for an IRA account.

How to Redeem Shares

You may redeem your shares ( i.e., sell your shares to the Fund) on any day the Exchange is open. Your redemption price is the next NAV calculated after your order is received by the Fund. There is no redemption charge. Normally, payment for shares redeemed will be made within three days after receipt by the transfer agent of a written request in “good order.” The Fund has the right to take up to seven days to pay your redemption proceeds, and may postpone payment longer in the event of an emergency as determined by the SEC. If you purchased Fund shares by check you may not receive redemption proceeds until there is reasonable belief that the check has cleared, which may take up to 15 days after payment has been received. Wires for direct accounts are subject to a $10.00 fee.

By Mail

•

You may send a written request for redemption to:

Sequoia Fund, Inc.
c/o DST Systems Inc.
P.O. Box 219477
Kansas City, MO 64121-9477

•

Your request must include your account number and the number of shares to be redeemed or the dollar value of the amount to be redeemed. If your redemption request is more than $50,000, if your address has changed within the 60 days prior to the request, or if you would like your check to be sent to a third party or an address other than the address of record, your redemption request must include a signature guarantee. A signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution. An acknowledgment by a notary public is not acceptable. If your request involves a redemption amount of more than $250,000, please include your telephone number. Certain shareholders, such as corporations, trusts and estates, may be required to submit additional documentation. The Fund participates in the Securities Transfer Agents Medallion Program (STAMP) Paperless Legal Program. Requests received with a Medallion Signature Guarantee will be reviewed for the proper criteria to meet the guidelines of the program and may not require additional documentation.

•

If you choose to have your redemption proceeds sent to the bank of record, please indicate if you would like to receive the proceeds via ACH (2 business days) or wire (next business day, subject to a $10 wire fee (your bank also may charge a fee)). If you are providing new bank instructions, the request must include a signature guarantee. A signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution. An acknowledgment by a notary public is not acceptable.

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•

If your shares are held in certificate form, your request must be accompanied by the outstanding certificates representing such shares together with a standard form of stock power signed by the registered owner or owners of such shares. The signature on the stock power must be guaranteed.

By Telephone or Through the Internet

You may make a redemption request of $50,000 or less (per account per business day) by telephone or through the Internet, which does not require a signature guarantee, unless your address has changed within the 60 days prior to the request. All other redemption requests must have signature guarantees as described above.

If you plan to redeem Fund shares through the Internet, please review the important information below under “Information about Online Account Information and Transactions.”

Payment of Redemption Requests

•

Unless otherwise prohibited by law, the Fund may pay the redemption price to you in cash or in portfolio securities, or partly in cash and partly in portfolio securities.

•

The Fund has adopted a policy under which the Fund may limit cash payments in connection with redemption requests to $250,000 during any ninety (90) day period. As a result, the Fund may pay you in securities or partly in securities if the amount of Fund shares that you redeem is more than $250,000.

•

It is highly likely that the Fund will pay you in securities or partly in securities if you make a redemption (or series of redemptions) in an amount greater than $250,000.

•

When satisfying redemption requests with portfolio securities, the Fund will deliver portfolio securities to you regardless of whether you have a brokerage or bank account into which you can take delivery of the securities.

•

If your redemption request involves more than $250,000 (or if your redemption request together with other redemption requests during any ninety (90) day period equal in the aggregate more than $250,000) and you have a brokerage or bank account into which portfolio securities can be delivered, you must provide the Fund with information about the brokerage or bank account, including the name of the broker or bank, their Depository Trust Company (DTC) participant account number and your brokerage or bank account number, and your telephone number at the time of your redemption request.

•

If your redemption request involves more than $250,000 (or if your redemption request together with other redemption requests during any ninety (90) day period equal in the aggregate more than $250,000) and you do not have a brokerage or bank account into which the portfolio securities can be delivered, the Fund will determine the value of the portfolio securities to be delivered to you in redemption as of the date of redemption and:

•

If the portfolio securities are certificated, the Fund will send you by registered mail a certificate or certificates representing the securities promptly upon its receipt of the certificate or certificates from the issuer or issuers. The issuer or issuers of the portfolio securities may not send certificates representing the securities to the Fund for a period of days. You may be unable to sell certificated portfolio securities registered in your name until you have received the certificate evidencing the securities; or

•

If the portfolio securities are not certificated, the Fund will send you a letter by registered mail confirming that the portfolio securities have been registered in your name by the transfer agent of the issuer.

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•

As noted above, the Fund may take up to seven days to satisfy a redemption request. To avoid delays in receiving portfolio securities, you should establish a brokerage or bank account into which the securities can be delivered and, as set forth above, provide the Fund with the brokerage or bank account information at the time of your redemption request.

•

You should understand that you will incur brokerage and other costs in connection with the sale of any portfolio security that you receive in connection with a redemption request. You should also understand that, as a result of subsequent market volatility, the net proceeds from the ultimate sale of any securities that you receive upon a redemption may vary, either positively or negatively, and perhaps significantly, from the redemption value of your Fund shares. If provided with notice in advance of your chosen redemption date, the Fund’s management will assist you to the extent possible to minimize this potential market exposure by providing you in advance with a list of the approximate number and value of the portfolio securities that you will receive.

Automatic Withdrawal Plan

•

You may elect an Automatic Withdrawal Plan (the “Plan”), at no cost, if you own or purchase shares of the Fund valued at $10,000 or more. Call 1-800-686-6884 for details and to establish a Plan.

•

Under the Plan, you may designate fixed payment amounts that you will receive monthly or quarterly from the Plan Account consisting of shares of the Fund that you deposit.

•

Any cash dividends and capital gains distributions on shares held in the Plan Account are automatically reinvested.

•

Sufficient shares will be redeemed at NAV to provide the cash necessary for each withdrawal payment.

•

Redemptions for the purpose of withdrawals are made on or about the 15 ^th day of the month at that day’s NAV, and checks are mailed promptly thereafter.

•

If shares are registered in the name of a trustee or other fiduciary, payment will be made only to the fiduciary.

•

As withdrawal payments may include a return of principal, they cannot be considered a guaranteed annuity or actual yield of income to the investor. Continued withdrawals in excess of income will reduce and possibly exhaust invested principal, especially in the event of a market decline. Consult your financial adviser about whether the Plan is appropriate for you.

Information about Online Account Information and Transactions

To open an Eligible Online Account, please visit www.sequoiafund.com. Once you have opened an account online, you may check your Fund account balance, purchase or redeem shares of the Fund through the website and establish online transactional privileges (which require you to enter into a user’s agreement to enroll for these privileges). Transactions through the website are subject to the same minimums as other transaction methods.

To purchase shares online, you must have ACH instructions on your account. Only bank accounts held at domestic financial institutions that are ACH members can be used for transactions through the Fund’s website. Payment for purchases of Fund shares through the website may be made only through an ACH debit of your bank account.

The Fund limits the amount that you may redeem through the website to $50,000 or less per day. Redemption proceeds may be sent by check or, if your account has bank information, by wire or ACH. Redemptions will be paid by check, wire or ACH transfer only to the address or bank account of record.

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You should be aware that the Internet is an unsecured, unstable, and unregulated environment. Your ability to use the Fund’s website for transactions is dependent upon the Internet and equipment, software and systems provided by various vendors and third parties. While the Fund and its service providers have established reasonable security and other procedures addressing online privileges, they cannot assure you that inquiries, account information or trading activity will be completely secure. There may also be delays, malfunctions or other inconveniences generally associated with this medium. There may also be times when the website is unavailable for Fund transactions or other purposes. Should this happen, you should consider purchasing or redeeming shares by another method.

Neither the Fund nor its affiliates or its transfer agent will be liable for any such delays or malfunctions or for unauthorized interception or access to communications or account information, provided the Fund and its service providers have followed their procedures addressing online privileges. In addition, neither the Fund nor its affiliates or its transfer agent will be liable for any loss, liability, cost or expense for following instructions communicated through the Internet, including fraudulent or unauthorized instructions, provided the Fund or its service provider accepting the instructions reasonably believe the instructions were genuine.

Frequent Purchases and Redemptions of Shares

The Fund historically has been less at risk for frequent purchases and redemptions of shares of the Fund by shareholders of the Fund (“market timing”) than other mutual funds. In addition, the Fund historically has not experienced significant shareholder turnover. Nonetheless, because market timing activities can be detrimental to the Fund’s performance, the Fund, as a policy, discourages market timing and has a policy of monitoring trading of the Fund’s shares for frequent purchases and redemptions. Consequently, the Fund has implemented certain surveillance procedures designed to detect and deter market timing. Under these procedures, the Fund’s Chief Compliance Officer (the “CCO”) reviews direct shareholder transactions for potential market timing activity. If the Fund’s CCO determines that certain transactions rise to the level of market timing, the accounts in which those transactions have taken place may be immediately “blocked” and future purchases or exchange activity will be restricted or eliminated for such account or accounts for such term as the CCO shall determine.

Transactions Through Financial Services Organizations

Certain financial organizations such as broker-dealers, banks, and service providers have made arrangements with the Fund so that an investor may purchase or redeem shares through such organizations. In certain situations, the financial organizations may designate another financial entity to receive purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received purchase or redemption instructions when a financial organization receives the instructions, provided that the instructions are in “good order” and have been transmitted in a timely manner. Client orders received prior to the close of the Exchange (currently 4:00 p.m., Eastern Time), will be priced at the Fund’s NAV next calculated following the close of regular trading on that day. If you are a client of a securities broker or other financial organization, such organization may charge a separate transaction fee or a fee for administrative service in connection with investments in Fund shares and may impose different account minimums and other requirements. These fees and requirements would be in addition to those imposed by the Fund. If you are investing through a broker or other financial organization, please refer to the organization’s program materials for any additional special provisions or conditions that may be different from those described in this Prospectus (for example, some or all of the services and privileges described may not be available to you).

Securities brokers and other financial organizations have the responsibility for transmitting purchase orders and funds, and of crediting their clients’ accounts following redemptions, in a timely manner in accordance with their client agreements and this Prospectus.

Certain financial intermediaries holding Fund shares for the benefit of their customers provide recordkeeping and other administrative services to those customers investing in the Fund. The Adviser and the Distributor have agreed

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to pay certain of these financial intermediaries an asset-based fee ranging up to 0.10% of the average daily net assets attributable to the intermediary for providing such recordkeeping and administrative services to their customers.

Publications other than those distributed by the Fund may contain comparisons of Fund performance to the performance of various indices and investments for which reliable data is widely available. These publications may also include averages, performance rankings, or other information prepared by Morningstar, Lipper, or other recognized organizations providing mutual fund statistics. The Fund is not responsible for the accuracy of any data published by third-party organizations.

Unclaimed Property

Each state has rules governing the definition and treatment of unclaimed property.

Triggers include inactivity ( e.g., no owner-generated activity for a certain period), returned mail ( e.g., when mail sent to a shareholder is returned by the post office, or “RPO,” as undeliverable), or a combination of both inactivity and returned mail. Once property is flagged as unclaimed, an attempt is made to contact the shareholder (or a designated representative thereof), but if that attempt is unsuccessful, the account may be considered abandoned and escheated to the state. More information on unclaimed property and how to maintain an active account is available through your state or by calling 800-686-6884.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and capital gains distributions, if any, declared by the Fund on its outstanding shares will, at the election of each shareholder, be paid in cash or in additional whole or fractional shares of the Fund. If paid in additional shares, the shares will have an aggregate NAV equal to the cash amount of the dividend or distribution. You may elect to receive dividends and distributions in cash or in shares at the time you order shares. You may change your election at any time prior to the record date for a particular dividend or distribution by sending a written request to:

Sequoia Fund, Inc.
c/o DST Systems, Inc.
P.O. Box 219477
Kansas City, MO 64121-9477

There is no sales charge or other charge in connection with the reinvestment of dividends and capital gains distributions.

For federal income tax purposes, distributions of net income (including any short-term capital gains) by the Fund are taxable to you as ordinary income. Distributions of long-term capital gains are taxable to you as long-term capital gains. The Fund’s distributions also may be subject to state and local taxes.

A portion of the Fund’s distributions may be treated as “qualified dividend income,” taxable to individuals, trusts, and estates at the same preferential tax rates as long-term capital gains. A distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that holding period and other requirements are met.

Unrealized capital gains represent a substantial portion of the value of your investment in the Fund. As of March 31, 2018, the net unrealized appreciation of the Fund’s portfolio was approximately 41.4% of the Fund’s net assets. If the Fund sells appreciated securities and distributes the profit, the distributed appreciation will be taxable to you either as capital gains or as ordinary income, depending upon how long the Fund held the appreciated securities. You should carefully consider these potential tax effects on your investment in the Fund.

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Dividends and distributions are taxable to you whether you receive the amount in cash or reinvest the amount in additional shares of the Fund. In addition, the redemption of Fund shares is a taxable transaction for federal income tax purposes whether paid in cash or in kind. If you buy shares just before the Fund deducts a distribution from its NAV, you will pay the full price for the shares and then receive a portion of the price back as a taxable distribution.

Each year shortly after December 31, the Fund will send you tax information stating the amount and type of all its distributions for the year. You should consult your tax adviser about the federal, state and local tax consequences of an investment in the Fund in your particular situation.

GENERAL INFORMATION

You may obtain copies of the Fund’s most recent Prospectus, SAI, annual and semi-annual reports and account applications by visiting the Fund’s website at www.sequoiafund.com.

Due to the relatively high cost to the Fund of maintaining low balance accounts, the Fund requests that you maintain an account balance of more than $2,000. If your account balance is $2,000 or less for 90 days or longer, the Fund reserves the right to redeem the shares in your account at their current NAV on the redemption date after giving you 60 days’ notice to increase the balance. The redemption of shares could have tax consequences for you. Your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law. A description of the Fund’s policies and procedures with respect to the disclosures of the Fund’s portfolio securities is available in the Fund’s SAI and on the Fund’s website at www.sequoiafund.com.

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FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2017, 2016 and 2015 has been audited by KPMG LLP, independent registered public accounting firm for the Fund, whose report, along with the Fund’s financial statements, is included in the Fund’s Annual Report, which is available upon request. The information for the two-year period ended December 31, 2014 was audited by other auditors.


	Year Ended December 31,
	2017			2016			2015			2014			2013
Per Share Operating Performance (for a share outstanding throughout the period)
Net asset value, beginning of period	$	161.28		$	207.26		$	235.00		$	222.92		$	168.31
Income from investment operations
Net investment (loss)		(0.59	)		(0.43	)		(1.08	)		(0.61	)		(0.72	)
Net realized and unrealized gains (losses) on investments		32.12			(15.16	)		(16.15	)		17.23			58.73
Net increase (decrease) in net asset value from operations		31.53			(15.59	)		(17.23	)		16.62			58.01
Less distributions from Net realized gains		(23.26	)		(30.39	)		(10.51	)		(4.54	)		(3.40	)
Net asset value, end of period	$	169.55		$	161.28		$	207.26		$	235.00		$	222.92
Total Return		20.07	% ^(a)		(6.90	)%		(7.31	)%		7.56	%		34.58	%
Ratios/Supplementary data
Net assets, end of period (in millions)	$	4,246		$	4,096		$	6,741		$	8,068		$	8,039
Ratio of expenses to average net assets
Before expenses reimbursed by Investment Adviser		1.07	% ^(b)		1.07	% ^(b)		1.03	%		1.03	%		1.02	%
After expenses reimbursed by Investment Adviser		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Ratio of net investment (loss) to average net assets		(0.35	)%		(0.22	)%		(0.42	)%		(0.26	)%		(0.37	)%
Portfolio turnover rate		18	%		16	%		10	%		8	%		2	%

(a)

Includes the impact of proceeds received and credited to the Fund resulting from a class action settlement, which enhanced the Fund’s performance for the year ended December 31, 2017 by 0.05%.

(b)

Reflects reductions of 0.02% and 0.02% for expenses reimbursed by insurance company for the periods ended December 31, 2017 and 2016, respectively.

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For more information about the Fund, the following documents are available upon request:

Annual/Semi-Annual Reports to Shareholders

The Fund’s Annual and Semi-Annual Reports to shareholders contain additional information on the Fund’s investments. In the Fund’s Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The Fund’s current Annual and Semi-Annual Reports are available on the Fund’s website: www.sequoiafund.com.

Statement of Additional Information (SAI)

The Fund has an SAI, which contains more detailed information about the Fund’s operations and investment policies and procedures, including the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings. The Fund’s SAI is incorporated by reference into (and is legally part of) this Prospectus. The Fund’s SAI is available on the Fund’s website: www.sequoiafund.com.

You may request a free copy of the current Annual/Semi-Annual Report or the SAI or make shareholder inquiries, by contacting your broker or other financial intermediary, or by contacting the Fund:

By mail:

Sequoia Fund, Inc.
9 West 57 ^th Street, Suite 5000
New York, N.Y. 10019-2701

By phone:

(800) 686-6884

Or you may view or obtain these documents from the Securities and Exchange Commission (“Commission”):

•

Call the Commission at 1-202-551-8090 for information on the operation of the Public Reference Room.

•

Reports and other information about the Fund are available on the EDGAR Database on the Commission’s Internet site at www.sec.gov.

•

Copies of the documents may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov, or by writing to the Commission’s Public Reference Section, 100 F Street, N.E., Washington, DC 20549-1520.

File No. 811-01976

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PRIVACY NOTICE
(This Notice is not part of the Prospectus)

To the Clients of Ruane, Cunniff & Goldfarb L.P. and Ruane, Cunniff & Goldfarb LLC
and Shareholders of Sequoia Fund, Inc.

Ruane, Cunniff & Goldfarb L.P., Ruane, Cunniff & Goldfarb LLC and Sequoia Fund, Inc. (“We”) do not disclose nonpublic personal information about our clients (or former clients) or shareholders (or former shareholders) (“You”) to third parties except as described below.

We collect information about you (such as your name, address, social security number, assets and income) from our discussions with you, from documents that you may deliver to us and in the course of providing advisory services to you. We may use this information to open an account for you, to process a transaction for your account or otherwise in furtherance of our business. In order to service your account and effect your transactions, we may provide your personal information to firms that assist us in servicing your account and have a need for such information, such as a broker. We may also disclose such information to service providers that agree to protect the confidentiality of your information and to use the information only for the purposes for which we disclose the information to them. We do not otherwise provide nonpublic personal information about you to outside firms, organizations or individuals except to our attorneys, accountants and auditors and as permitted by law.

We restrict access to nonpublic personal information about you to our employees who need to know that information to provide products or services to you. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your personal information.

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[GRAPHIC MISSING]

PROSPECTUS

May 1, 2018

SEQUOIA FUND, INC.

Ticker: SEQUX

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

(Telephone: 800-686-6884)

STATEMENT OF ADDITIONAL INFORMATION
May 1, 2018

This statement of additional information ("SAI") for the Sequoia Fund (the "Fund") is not a prospectus and is only authorized for distribution when preceded or accompanied by the Fund's prospectus dated May 1, 2018, as amended or supplemented from time to time (the "Prospectus"). This SAI contains additional and more detailed information than that set forth in the Prospectus and should be read in conjunction with the Prospectus. The Fund's audited financial statements for the fiscal year ended December 31, 2017, included in the Fund's annual report to shareholders ("Annual Report"), are incorporated into this SAI by reference and this SAI is incorporated by reference into the Prospectus. Copies of the Prospectus and the Annual Report may be obtained without charge by writing or calling the Fund at the address and telephone number set forth above or by accessing the Fund's website: www.sequoiafund.com. The website does not form part of the Prospectus or SAI.

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	Page
THE FUND	1
INVESTMENT STRATEGIES, POLICIES AND RISK CONSIDERATIONS	1
MANAGEMENT	6
INVESTMENT ADVISER AND INVESTMENT ADVISORY CONTRACT	11
DISTRIBUTOR AND DISTRIBUTION AGREEMENT	15
ADMINISTRATOR	16
ALLOCATION OF PORTFOLIO BROKERAGE	16
DISCLOSURE OF PORTFOLIO HOLDINGS	17
NET ASSET VALUE	18
PURCHASE AND REDEMPTION OF SHARES	19
TAX CONSIDERATIONS	20
COMMON STOCK	23
CUSTODIAN, REGISTRAR AND SHAREHOLDER SERVICING AGENT, COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	23
FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	23

THE FUND

Sequoia Fund, Inc. (the "Fund") is a no-load, non-diversified, open-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund seeks long-term growth of capital.

INVESTMENT STRATEGIES, POLICIES AND RISK CONSIDERATIONS

Ordinarily, the Fund's portfolio is invested in equity securities of U.S. and non-U.S. companies. The Fund may also invest in restricted securities, certain special situations, debt securities and securities offered in initial public offerings. The following supplements the information contained in the Prospectus concerning the investment objective, strategies and policies and risks of investing in the Fund.

(a) Foreign Securities

Investments may be made in both domestic and foreign companies. Investors should recognize that investments in foreign companies involve certain considerations that are not typically associated with investing in domestic companies. An investment in a foreign company may be affected by changes in currency rates and in exchange control regulations. There may be less publicly available information about a foreign company than about a domestic company. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic companies. Foreign stock markets have substantially less volume than the New York Stock Exchange, Inc. (the "Exchange") and securities of some foreign companies may be less liquid and more volatile than securities of comparable domestic companies. Transaction costs and brokerage commission rates in foreign countries, which generally are fixed rather than subject to negotiation as in the United States, may be higher. Foreign security trading, settlement and custodial practices (including those involving securities settlement where assets may be released prior to receipt of payment) are often less developed than those in domestic markets, may be complex and may result in increased risk or substantial delays. There may be less government regulation and/or supervision of foreign stock exchanges, brokers and listed companies than in the United States. In addition, with respect to certain foreign countries there is a possibility of expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the repatriation of funds or other assets, or diplomatic developments that could affect investments in those countries. Certain foreign governments levy withholding or other taxes against dividend and interest income from, or transactions in, foreign securities. Although in some countries a portion of these taxes is recoverable by the Fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities. Individual foreign economies may differ favorably or unfavorably from that of the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.

(b) Restricted or Not Readily Marketable Securities

The Fund may invest in securities acquired in a privately-negotiated transaction from the issuer or a holder of the issuer's securities and which may not be distributed publicly without registration under the Securities Act of 1933, as amended (the "Securities Act"). Such restricted securities may not thereafter ordinarily be sold by the Fund except in another private placement or under an effective registration statement filed pursuant to the Securities Act. The Fund will not invest in any restricted security if such investment would cause the then aggregate value of all of such restricted securities, as valued on the books of the Fund, to exceed 10% of the value of the Fund's net assets (at the time of such investment and after giving effect thereto). Restricted securities are valued in accordance with the Fund's valuation policies and procedures.

The purchase price and subsequent valuations of restricted securities may reflect a discount from the price at which such securities trade when they are not restricted, since the restriction makes them less liquid. The amount of the discount from the prevailing market price is expected to vary depending upon the type of security, the character of the issuer, the party who will bear the expenses of registering the restricted securities and prevailing supply and demand conditions.

The Fund may not make loans or invest in any restricted securities or other illiquid assets which will cause the then aggregate value of all such restricted securities and other illiquid assets to exceed 10% of the value of the Fund's net assets (at the time of such investment and after giving effect thereto).

If, pursuant to the foregoing policy, the Fund were to assume substantial positions in particular securities with a limited trading market, the activities of the Fund could have an adverse effect on the liquidity and marketability of such securities, and the Fund may not be able to dispose of its holdings in these securities at reasonable price levels. There are other investment companies and other investment media engaged in operations similar to those of the Fund, and, to the extent that these organizations trade in the same securities, the Fund may be forced to dispose of its holdings at prices lower than otherwise would be obtained.

The Fund intends to invest in special situations from time to time. A special situation arises when, in the opinion of the Fund's management, the securities of a particular company will, within a reasonably estimable period of time, be accorded market recognition at an appreciated value solely by reason of a development particularly or uniquely applicable to that company and regardless of general business conditions or movements of the market as a whole. Developments creating special situations might include, among others, the following: liquidations, reorganizations, recapitalizations or mergers; material litigation; technological breakthroughs; and new management or management policies. Although large and well-known companies may be involved, special situations may involve much greater risk than is inherent in ordinary investment securities. The Fund will not, however, purchase securities of any company with a record of less than three years' continuous operation (including that of predecessors) if such purchase would cause the Fund's investments in all such companies to exceed 25% of the value of the Fund's total assets.

(d) Debt Securities

The Fund may invest in corporate and U.S. Government debt securities. Debt securities are used by issuers to borrow money. The issuer usually pays a variable, floating or fixed rate of interest, and must repay the amount borrowed, usually at the maturity of the security. The market value of such securities may fluctuate in response to interest rates and the creditworthiness of the issuer. Corporate debt securities include, but are not limited to, debt obligations of public and private corporations.

U.S. Government debt securities include direct obligations of the U.S. Government and obligations issued by U.S. Government agencies and instrumentalities. Although certain securities issued by the U.S. Government, its agencies or instrumentalities are backed by the full faith and credit of the U.S. Government, others are supported only by the credit of that agency or instrumentality. There is no guarantee that the U.S. Government will provide support to such agencies or instrumentalities and such securities may involve risk of loss of principal and interest. In addition, a security backed by the U.S. Treasury or the full faith and credit of the U.S. Government is guaranteed only as to the timely payment of interest and principal when held to maturity. The current market prices for such securities are not guaranteed and will fluctuate. Certain U.S. Government agency securities or securities of U.S. Government-sponsored entities are backed by the right of the issuer to borrow from the U.S. Treasury, or are supported only by the credit of the issuer or instrumentality. While the U.S. Government provides financial support to those U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so and those securities are neither guaranteed nor issued by the U.S. Government. In the case of securities backed by the full faith and credit of the U.S. Government, shareholders are primarily exposed to interest rate risk.

The Fund's investments in debt securities are subject to credit risk. An issuer's credit quality depends on its ability to pay interest on and repay its debt and other obligations. Defaulted securities or those expected to default are subject to additional risks in that the securities may become subject to a plan of reorganization that can diminish or eliminate their value. The credit risk of a security may also depend on the credit quality of any bank or financial institution that provides credit enhancement for the security.

The ratings of debt securities by Moody's Investors Service, Inc., Standard & Poor's Ratings Services, Fitch Ratings and other ratings agencies are a generally accepted barometer of credit risk. They are, however, subject to certain limitations from an investor's standpoint. The rating of an issuer is heavily weighted by past developments and does not necessarily reflect probable future conditions. There is frequently a lag between the time a rating is assigned and the time it is updated. In addition, there may be varying degrees of difference in credit risk of securities within each rating category.

The Fund's investments in debt securities are subject to interest rate risk, which is the risk that the value of a security will decline because of a change in general interest rates. Investments subject to interest rate risk usually decrease in value when interest rates rise and increase in value when interest rates decline. Also, debt securities with longer maturities typically experience a more pronounced change in value when interest rates change. The Fund may be subject to heightened interest rate risk due to rising interest rates as the current period of historically low interest rates may be ending.

(e) Initial Public Offerings

The Fund may invest in securities issued in initial public offerings ("IPOs"). IPO securities are subject to market risk and liquidity risk. Although companies can be any age or size at the time of their IPO, they are often smaller and have a limited operating history, which involves a greater potential for the value of their securities to be impaired following the IPO. The market value of recently issued IPO securities may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading and speculation, a potentially small number of securities available for trading, limited information about the issuer, and other factors. These fluctuations could impact the net asset value per share ("NAV") and return earned on the Fund's shares. A purchase of IPO securities often involves higher transaction costs than those associated with the purchase of securities already traded on exchanges or markets.

(f) Other Investment Policies

The Fund will not seek to realize profits by anticipating short-term market movements and intends to purchase securities for growth of capital, in particular long-term capital appreciation. In any event, under ordinary circumstances, securities will typically be held for sufficient periods to qualify for long-term capital gain treatment for tax purposes. While the rate of portfolio turnover will not be a limiting factor when management deems changes appropriate, it is anticipated that given the Fund's investment objective, its annual portfolio turnover rate generally should not exceed 75%. The portfolio turnover rate is calculated by dividing the lesser of the Fund's purchases and sales of portfolio securities during the period in question by the monthly average of the value of the Fund's portfolio securities during that period. Excluded from consideration in the calculation are U.S. Government securities and all other securities with maturities of one year or less when purchased by the Fund.

Under the 1940 Act, a diversified investment company may not, with respect to 75% of its total assets, invest more than 5% of its total assets in the securities of any one issuer and may not own more than 10% of the outstanding voting securities of any one issuer. While the Fund is a non-diversified investment company under the 1940 Act and therefore is not subject to any statutory diversification requirements, it will be required to meet certain diversification tests each year in order to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), as it intends to do (see "Tax Considerations"). The Fund will not acquire more than 25% of any class of the securities of any issuer. The Fund reserves the right, without shareholder action, to diversify its investments to any extent it deems advisable or to become a diversified company, but once the Fund becomes a diversified company, it could not thereafter change its status to that of a non-diversified company without the approval of its shareholders.

The Fund has adopted certain investment restrictions as a matter of fundamental investment policy, which may not be changed without a shareholder vote of a majority of the outstanding voting securities as defined in Section 2(a)(42) of the 1940 Act. The Fund may not:

1. Underwrite the securities of other issuers, except the Fund may, as indicated above (see "Restricted or Not Readily Marketable Securities"), acquire restricted securities under circumstances where, if such securities are sold, the Fund might be deemed to be an underwriter for purposes of the Securities Act.

2. Purchase or sell real estate or interests in real estate, but the Fund may purchase marketable securities of companies holding real estate or interests in real estate.

3. Purchase or sell commodities or commodity contracts.

4. Make loans to other persons except by the purchase of a portion of an issue of publicly distributed bonds, debentures or other debt securities, except that the Fund may purchase privately sold bonds, debentures or other debt securities immediately convertible into equity securities subject to the restrictions applicable to the purchase of not readily marketable securities. (See "Restricted or Not Readily Marketable Securities").

5. Borrow money except for temporary or emergency purposes and then only from banks and in an aggregate amount not exceeding 5% of the value of the Fund's total assets at the time any borrowing is made, provided that the term "borrow" shall not include the short-term credits referred to in paragraph 6 below.

6. Purchase securities on margin, but it may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities.

7. Make short sales of securities.

8. Purchase or sell puts and calls on securities.

9. Participate, on a joint or joint and several basis, in any securities trading account.

10. Purchase the securities of any other investment company except (1) in the open market where, to the best information of the Fund, no commission, profit or sales charge to a sponsor or dealer (other than the customary broker's commission) results from such purchase, or (2) if such purchase is part of a merger, consolidation or acquisition of assets.

11. Invest in companies for the purpose of exercising management or control.

12. Invest more than 25% of the value of its net assets (at the time of purchase and after giving effect thereto) in the securities of any one issuer.

13. Issue senior securities, except as permitted by the 1940 Act.

14. Concentrate investments in an industry, as concentration may be defined under the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities.

In connection with the qualification or registration of the Fund's shares for sale under the securities laws of certain States, the Fund has agreed, in addition to the investment restrictions set forth above, that it will not (i) purchase material amounts of restricted securities, (ii) invest more than 5% of the value of its total assets in securities of unseasoned issuers (including their predecessors) which have been in operation for less than three years, and equity securities of issuers which are not readily marketable, (iii) invest any part of its assets in interests in oil, gas or other mineral or exploration or development programs (excluding readily marketable securities), (iv) purchase or retain any securities of another issuer of which those persons affiliated with the Fund or Ruane, Cunniff & Goldfarb L.P., the Fund's investment adviser (the "Adviser"), owning, individually, more than 1/2 of 1% of said issuer's outstanding stock (or securities convertible into stock) own, in the aggregate, more than 5% of said issuer's outstanding stock (or securities convertible into stock) and (v) invest in warrants (other than warrants acquired by the Fund as a part of a unit or attached to securities at the time of purchase), if as a result such warrants valued at the lower of cost or market, would exceed 5% of the value of the Fund's assets at the time of purchase provided that not more than 2% of the Fund's net assets at the time of purchase may be invested in warrants not listed on the Exchange or the NYSE MKT.

(g) Cybersecurity

As with any entity that conducts business through electronic means in the modern marketplace, the Fund, and its service providers, may be susceptible to operational and information security risks resulting from cyber attacks.

Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential information, unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations, ransomware, operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers, or various other forms of cyber security breaches. Cyber attacks affecting the Fund, the Adviser, or any of the Fund’s intermediaries or service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, violations of applicable privacy and other laws, regulatory fines, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, financial losses or the inability of Fund shareholders to transact business. While measures have been developed that are designed to mitigate risks associated with cyber attacks, there is no guarantee that those measures will be effective, particularly since the Fund does not control the cybersecurity defenses or plans of its service providers, financial intermediaries or companies in which it invests or with which it does business. Cyber attacks are constantly evolving as cyber attackers become more sophisticated and their techniques become more complex. There can be no assurance that the Fund and the Fund’s service providers will not suffer losses relating to cyber attacks or other information security breaches in the future.

MANAGEMENT

Board of Directors Information

The business and affairs of the Fund are overseen by the Board of Directors (the "Board"). Certain information concerning the Board is set forth below.

Name, Address ^* and Age	Position(s) Held with Fund	Years of Service as a Director	Principal Occupation(s) During Past 5 Years and Other Relevant Experience ^§	Other Directorships Held During Past 5 Years	Dollar Range of Equity Securities of the Fund as of December 31, 2017

Interested Directors

David M. Poppe, 53 ^**	President, CEO & Director	14 Years	Managing Director of the Adviser since February 2018; Prior thereto, Management Committee member of Ruane, Cunniff & Goldfarb Inc. (“RCG Inc.”), the parent company of the Adviser, since 2016 and President & Director of RCG Inc. since prior to 2013; Member of Investment Committee of the Adviser.	None	Over $100,000 ⁽¹⁾

Name, Address ^* and Age	Position(s) Held with Fund	Years of Service as a Director	Principal Occupation(s) During Past 5 Years and Other Relevant Experience ^§	Other Directorships Held During Past 5 Years	Dollar Range of Equity Securities of the Fund as of December 31, 2017
Interested Directors

John B. Harris, 41 ^**	Director	1 Year	Managing Director of the Adviser; Member of Investment Committee of the Adviser.	None	Over $100,000 ⁽²⁾

Independent Directors

Peter Atkins, 54 ^***	Director	1 Year	Managing Director, Permian Partners.	None	None

Melissa Crandall, 38 ^***	Director	Since September 12, 2017 ⁺⁺⁺	Principal, Braddock-Matthews, LLC (Executive Recruiting).	None	None

Edward Lazarus, 58 ^***	Chairman of the Board and Director	3 Years	Executive Vice President and General Counsel of Tribune Media Co., and former Chief of Staff to the Chairman of the Federal Communications Commission.	None	None

Roger Lowenstein, 64 ^***	Director	19 Years	Writer for Major Financial and News Publications.	None	Over $100,000

Tim Medley, 74 ^***	Director	1 Year	President, Medley & Brown, LLC (SEC-registered investment adviser).	None	Over $100,000

Robert L. Swiggett, 96 ^***	Director	47 Years	Retired.	None	Over $100,000

^*	The address for each of the Directors is 9 West 57th Street, Suite 5000, New York, NY 10019-2701.

^**	"Interested person," as defined in the 1940 Act, of the Fund because of an affiliation with the Adviser.
^***	Member of the Fund's Audit Committee and Nominating Committee.
^§	The information reported includes the principal occupation during the last five years for each Director and, as applicable, other information relating to the professional experiences, attributes and skills relevant to each Director's qualifications to serve as Director.
⁺⁺⁺	Ms. Crandall was elected as a Director of the Fund at a Board meeting held on May 19, 2017, effective September 12, 2017.
(1)	Mr. Poppe is an officer, director and voting stockholder of RCG Inc., which is the owner of 666 shares of the Fund's common stock. (See "Investment Adviser and Investment Advisory Contract" below). In addition, Mr. Poppe is a trustee and beneficiary of the Profit-Sharing Plan of RCG Inc., which holds for its participants 244,083 shares of the Fund's common stock.
(2)	Mr. Harris is a voting stockholder of RCG Inc., which is the owner of 666 shares of the Fund's common stock.

Leadership Structure and the Board

The Board is responsible for overseeing the business affairs of the Fund and exercising all of its powers except those reserved for shareholders. Currently, the Board is composed of eight Directors, six of whom are not "interested persons" (as defined in the 1940 Act) of the Fund (the "Independent Directors" or "Disinterested Directors"). The Disinterested Directors meet regularly in executive sessions among themselves and with their independent counsel to consider a variety of matters affecting the Fund. These sessions generally occur prior to scheduled Board meetings and at such other times as the Disinterested Directors may deem necessary. As discussed in further detail below, the Board has established two standing committees to assist the Board in performing its oversight responsibilities. The Fund has engaged the Adviser to manage the Fund, and the Board is responsible for overseeing the Adviser and other service providers to the Fund in accordance with the provisions of the 1940 Act and other applicable laws.

The Fund's Amended and Restated By-Laws and the Nominating Committee Charter do not set forth any specific qualifications to serve as a Director. In evaluating a candidate for nomination or election as a Director, the Nominating Committee will take into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Nominating Committee believes contributes to good governance for the Fund. The Chairman of the Board is a Disinterested Director. The Chairman's role is to preside at all meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Directors generally between meetings. The Chairman may also perform other such functions as may be provided by the Board from time to time.

Among the attributes or skills common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Directors, the Adviser, other service providers, counsel and the independent registered public accounting firm, and to exercise effective and independent business judgment in the performance of their duties as Directors. Each Director's ability to perform his or her duties effectively has been attained through the Director's business, consulting, public service and/or academic positions and through experience from service as a board member of the Fund, public companies or other organizations as set forth above. Each Director's ability to perform his duties effectively also has been enhanced by his educational background, professional training, and/or other life experiences.

It has been determined that the Board's leadership structure is appropriate in light of the characteristics and circumstances of the Fund, including factors such as the Fund's investment strategy and style, the net assets of the Fund, the committee structure of the Fund, and the management, distribution and other service arrangements of the Fund. The Board believes that the current leadership structure allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among service providers, committees of Directors and the full Board in a manner that enhances effective oversight. The Board believes that having a majority of Disinterested Directors is appropriate and in the best interest of the Fund, and that the Board leadership by Mr. Lazarus provides the Board with valuable insights that assist the Board as a whole with the decision-making process. The leadership structure of the Board may be changed at any time and in the discretion of the Board including in response to changes in circumstances or the characteristics of the Fund.

Risk Oversight

The Fund is subject to a number of risks, including investment, compliance, operational, and valuation risks, among others. Day-to-day risk management functions are subsumed within the responsibilities of Fund management, the Adviser and other service providers (depending on the nature of the risk), who carry out the Fund's investment management and business affairs.

Risk oversight forms part of the Board's general oversight of the Fund and is addressed as part of various Board and Committee activities. The Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Fund, the Board, directly or through a Committee, interacts with and reviews reports from, among others, the Adviser, the Chief Compliance Officer of the Fund, and the independent registered public accounting firm for the Fund, as appropriate, regarding risks faced by the Fund and relevant risk functions. The Board has appointed a Chief Compliance Officer of the Fund who oversees the implementation and testing of the Fund's compliance program and reports to the Board regarding compliance matters for the Fund and its principal service providers. In addition, as part of the Board's periodic review of the Fund's advisory and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board periodically reviews valuation policies applicable to valuing the Fund's portfolio securities. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

Committee Structure

The Board has two standing committees – an Audit Committee and a Nominating Committee. The members of the Audit and Nominating Committees are identified above. The function of the Audit Committee is to assist the Board in its oversight of the Fund's financial reporting process. The Audit Committee met four times during the Fund's most recently completed fiscal year. The function of the Nominating Committee is to nominate persons to fill any vacancies on the Board. The Nominating Committee does not consider for nomination candidates proposed by shareholders for election as Directors. The Nominating Committee met once during the Fund's most recently completed fiscal year.

Officer and Other Fund Information

Certain information concerning the Fund's officers is set forth below.

*Name, Address ^ and Age**	Position(s) (Month and Year First Elected)	Principal Occupation during the past 5 years

David M. Poppe (53)	President and CEO (3/16)	See biography above.

Wendy Goodrich (52)	Executive Vice President (3/17)	Executive Vice President of the Adviser since November 2016; Managing Member of Absolute Return Consulting LLC until 2016.

*Name, Address ^ and Age**	Position(s) (Month and Year First Elected)	Principal Occupation during the past 5 years

Patrick Dennis (47)	Treasurer (11/17)	Chief Financial Officer of the Adviser since November 2017; Chief Financial Officer of Associated Capital Group, Inc. from 2015 until November 2017; Global Head of Operations - Hedge Fund Administration at J.P. Morgan Chase from 2013 until 2015.

Michael Sloyer (57)	General Counsel and Chief Compliance Officer (12/13); Secretary (3/17)	General Counsel of the Adviser.

Michael Valenti (48)	Assistant Secretary (3/07)	Administrator of the Adviser.

^*	The address for each of the Fund’s officers is 9 West 57th Street, Suite 5000, New York, NY 10019-2701.

As of March 31, 2018, the Directors and officers of the Fund as a group owned less than 1% of the shares of the Fund.

The Fund does not pay any fees to, or reimburse expenses of, its Directors who are considered "interested persons" of the Fund. The aggregate compensation for the fiscal year ended December 31, 2017 paid by the Fund to each of the Directors is set forth below. The Adviser does not provide investment advisory services to any investment companies registered under the 1940 Act other than the Fund.

Name of Director	Aggregate Compensation from Fund		Pension or Retirement Benefits Accrued as Part of Fund Expenses		Estimated Annual Benefits Upon Retirement		Total Compensation from Fund
David M. Poppe	$	0		-0-		-0-	$	0
John B. Harris	$	0		-0-		-0-	$	0
Roger Lowenstein	$	80,000		-0-		-0-	$	80,000
Robert L. Swiggett	$	80,000		-0-		-0-	$	80,000
Edward Lazarus	$	80,000		-0-		-0-	$	80,000
Tim Medley	$	80,000		-0-		-0-	$	80,000
Peter Atkins	$	80,000		-0-		-0-	$	80,000
Melissa Crandall ^*	$	26,114		-0-		-0-	$	26,114

^*	Ms. Crandall was elected as a Director of the Fund at a Board meeting held on May 19, 2017, effective September 12, 2017.

The Fund, the Adviser and Ruane, Cunniff & Goldfarb LLC, the Fund's distributor (the "Distributor"), have each adopted a Code of Ethics that permits their personnel to invest in securities, including securities that may be held or purchased by the Fund. The Code of Ethics contains trading restrictions, pre-clearance procedures and reporting procedures designed to detect and prevent potential conflicts of interest when personnel from the Adviser engage in personal securities transactions.

The Fund has adopted the Adviser's Proxy Voting Policies and Procedures ("Procedures"), which are designed to ensure that the Adviser votes proxies, with respect to securities held by the Fund, in the best interests of the Fund. The Procedures require the Adviser to identify and address conflicts of interest between the Adviser or the Distributor (or any affiliated person of the Adviser, the Distributor or the Fund) and the shareholders of the Fund. If a material conflict of interest exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the Procedures is in the best interests of the shareholders of the Fund or take some other appropriate action.

The Adviser, on behalf of the Fund, generally votes in favor of routine corporate housekeeping proposals including the election of directors (where no corporate governance issues are implicated). The Adviser, on behalf of the Fund, generally votes against poison pills and proposals for compensation plans deemed to be excessive. For all other proposals, the Adviser will determine whether a proposal is in the best interests of the shareholders of the Fund and may take into account the following factors, among others: (i) whether the proposal was recommended by management and the Adviser's opinion of management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance.

You may obtain a description of the Fund's proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, by visiting the Fund's website at www.sequoiafund.com and use the "Shareholder Information" link to obtain all proxy information. This information may also be obtained from the Securities and Exchange Commission (the “Commission”) website at www.sec.gov.

INVESTMENT ADVISER AND INVESTMENT ADVISORY CONTRACT

Ruane, Cunniff & Goldfarb L.P. (the “Adviser”), a wholly-owned subsidiary of Ruane, Cunniff & Goldfarb Inc. (“RCG Inc.”), serves as the Fund’s investment adviser pursuant to an investment advisory contract dated April 17, 2017 (the “Contract”) that was entered into by the Fund and RCG Inc. Effective March 31, 2018, RCG Inc. assigned the Contract to the Adviser in connection with an internal modernization of RCG Inc.’s corporate structure, in which RCG Inc. transferred its advisory operations to the Adviser. This transfer did not result in a change of ownership, actual control or management of the Fund’s investment adviser or in a change to any of the terms of the Contract, and did not cause a termination of the Contract.

The Board, including a majority of the Directors, who are not parties to the Contract or interested persons of any such party, approved the Contract at an in-person meeting of the Board called for that purpose and held on March 7, 2017, pursuant to the provisions of the 1940 Act. The Contract was approved by shareholders in accordance with the requirements of the 1940 Act at a special meeting of shareholders held on April 13, 2017, and became effective on April 17, 2017. The terms of the Contract provide that it is to remain 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 the Fund's outstanding voting securities or by the Board, and by a majority of the Directors who are not parties to the Contract or interested persons of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval.

Pursuant to the terms of the Contract, the Adviser furnishes advice and recommendations with respect to the Fund's portfolio of securities and investments and provides persons satisfactory to the Fund's Board to act as officers and employees of the Fund. Such officers and employees, as well as certain directors of the Fund, may be directors, officers or employees of the Adviser or its affiliates.

In addition, the Adviser, or its affiliates, are obligated under the Contract to pay or reimburse the Fund for the following expenses incurred by the Fund: (i) the compensation of any of the Fund's directors, officers and employees who are interested persons of the Adviser or its affiliates (other than by reason of being directors, officers or employees of the Fund), (ii) fees and expenses of registering the Fund's shares under the appropriate federal securities laws and of qualifying its 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 the Fund's Prospectus and sales and advertising materials. The Fund is responsible and has assumed the obligation for payment of all of its other expenses including: (a) brokerage and commission expenses, (b) federal, state or local taxes, including issue and transfer taxes, incurred by or levied on the Fund, (c) interest charges on borrowings, (d) compensation of any of the Fund's directors, officers or employees who are not interested persons of the Adviser or its affiliates (other than by reason of being directors, officers or employees of the Fund), (e) charges and expenses of the Fund's custodian, transfer agent and registrar, (f) costs of proxy solicitations, (g) legal and auditing expenses, and (h) payment of all investment advisory fees (including the fee payable to the Adviser under the Contract).

The Contract is terminable on 60 days' written notice by vote of a majority of the Fund's outstanding shares or by vote of majority of the Fund's entire Board, or by the Adviser on 60 days' written notice and automatically terminates in the event of its assignment. The Contract provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or of reckless disregard of its obligations thereunder, the Adviser is not liable for any action or failure to act in accordance with its duties thereunder.

For the services provided by the Adviser under the Contract, the Adviser receives from the Fund a management fee equal to 1.00% per annum of the Fund's average daily net asset values. The management fee is accrued daily and paid monthly.

Under the terms of the Contract, the Adviser is contractually obligated to reimburse the Fund for the amount, if any, by which the operating expenses of the Fund (including the management fee) in any year exceed the sum of 1½% of the average daily net asset value of the Fund for such year up to a maximum of $30 million of net assets, plus 1.00% of the average daily net asset value in excess of $30 million. The reimbursement will be in effect only so long as the Contract is in effect. Operating expenses for the purposes of the Contract do not include the expenses listed in clauses (a), (b) and (c) above. During the fiscal year ended December 31, 2017, the Fund incurred operating expenses of $45,032,541 of which the Fund’s investment adviser reimbursed the Fund $2,890,879. During the fiscal year ended December 31, 2016, the Fund incurred operating expenses of $54,880,933 of which the Fund’s investment adviser reimbursed the Fund $3,517,864. During the fiscal year ended December 31, 2015, the Fund incurred operating expenses of $85,739,843 of which the Fund’s investment adviser reimbursed the Fund $2,215,274.

The Adviser acts as an investment adviser to other persons, firms or corporations (including investment companies), and has numerous advisory clients besides the Fund, none of which, however, is a registered investment company.

The Adviser is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The Distributor, which is an affiliate of the Adviser, serves as the Fund's distributor and primary broker.

The Adviser is a wholly-owned subsidiary of RCG Inc. and is managed by its general partner, RCG-GP LLC. Employees of the Adviser collectively own a majority of the voting securities of each of RCG Inc. and RCG-GP LLC. Mr. Poppe serves as President and CEO of RCG Inc. and Managing Director of the Adviser. Mr. Harris serves as Managing Director of the Adviser and Managing Partner of RCG-GP LLC.

Management Fee

The following chart sets forth, for each of the last three years, (i) the management fee that was received by the Fund’s investment adviser, (ii) the portion, if any, of such fee reimbursed to the Fund pursuant to the expense limitation described above and (iii) the net amount received by the Fund’s investment adviser from the Fund.

Year Ended	Management Fee		Amount Reimbursed		Net Amount Received

December 31, 2015	$	83,374,569	$	2,215,274	$	81,159,295
December 31, 2016	$	51,213,068	$	3,517,864	$	47,695,204
December 31, 2017	$	41,991,661	$	2,890,879	$	39,100,782

Portfolio Managers and Investment Committee

The Adviser manages the investment portfolio and the general business affairs of the Fund pursuant to the Contract. David M. Poppe, John B. Harris, Arman Gokgol-Kline, Trevor Magyar and D. Chase Sheridan are the co-portfolio managers of the Fund and, subject to the investment parameters established from time to time by the Investment Committee of the Adviser (the "Committee"), are jointly and primarily responsible for the day-to-day management of the Fund's portfolio. The Committee, which reflects the team approach used by the Adviser, meets regularly to determine the current investment parameters of the Fund. The Committee is comprised of the co-portfolio managers, all of whom are voting members of the Committee, and Gregory Alexander, who is a non-voting member of the Committee.

Mr. Poppe, as Chair of the Committee, may take actions for the Fund that are not within the investment parameters established by the Committee in the event that he determines that events or circumstances require him to take such actions and it is not practicable to convene a meeting of the Committee. Mr. Poppe has been authorized by the Committee to limit the value of the Fund's investment in any security from exceeding 20% of the Fund's net assets.

The Fund does not directly compensate the members of the Committee. Each Committee member's compensation is paid solely by the Adviser in the form of a fixed salary and bonus. In addition, each Committee member also receives a percentage of the net profits of RCG Inc. based on his share ownership of RCG Inc. The net profits of RCG Inc. include profits of the Adviser and of the Distributor (if any), a portion of which is derived from the Fund's use of the Distributor to effect securities transactions. The Committee members are not compensated based directly on the performance of the Fund. The Fund, with net assets of $4,245,812,327 at December 31, 2017, is the sole registered investment company managed by the Committee and its members. The advisory fee paid by the Fund is not based on the performance of the Fund.

The following tables provide information regarding other pooled investment vehicles and other accounts over which the voting Committee members also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of December 31, 2017.

OTHER POOLED INVESTMENT VEHICLES

Portfolio Manager	Total Number of Other Pooled Investment Vehicles Managed		Total Assets of Other Pooled Investment Vehicles Managed		Number of Other Pooled Investment Vehicles Managed with Performance-based Fees		Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
David M. Poppe		2	$	455,000		0	$	0
John B. Harris		3	$	464,877,000		2	$	397,159,000
Arman Gokgol-Kline		0	$	0		0	$	0
Trevor Magyar		0	$	0		0	$	0
D. Chase Sheridan		0	$	0		0	$	0

OTHER ACCOUNTS

Portfolio Manager	Total Number of Other Accounts Managed		Total Assets of Other Accounts Managed		Number of Other Accounts Managed with Performance-based Fees		Total Assets of Other Accounts Managed with Performance-based Fees
David M. Poppe		22	$	208,977,000		0	$	0
John B. Harris		0	$	0		0	$	0
Arman Gokgol-Kline		0	$	0		0	$	0
Trevor Magyar		0	$	0		0	$	0
D. Chase Sheridan		4	$	11,410,000		0	$	0

Potential conflicts of interest may arise for any Committee member between the management of the investments of the Fund and the management of the investments of the other pooled vehicles and other accounts. Although such accounts and vehicles are managed in a similar manner to the Fund, the accounts and vehicles are not subject to the same regulatory requirements and restrictions as the Fund. In addition, concentrations of securities and cash may differ between any account or vehicle and the Fund due to many factors and circumstances.

The Adviser has adopted policies and procedures designed to ensure that investment allocations and trading practices are fair to its clients and that no client is disadvantaged over any other client over time. The Adviser has also adopted a Code of Ethics that is designed to detect and prevent conflicts of interest when investment personnel of the Adviser engage in personal securities transactions.

The dollar ranges of the Fund's equity securities owned directly or beneficially by the voting Committee members as of December 31, 2017 are set forth below:

DOLLAR RANGE OF EQUITY SECURITIES OF THE FUND

	David M. Poppe	over $1,000,000

	John B. Harris	over $1,000,000

	Arman Gokgol-Kline	over $1,000,000

	Trevor Magyar	over $1,000,000

	D. Chase Sheridan	over $1,000,000

DISTRIBUTOR AND DISTRIBUTION AGREEMENT

Ruane, Cunniff & Goldfarb LLC (the “Distributor”), an affiliate of the Adviser located at 9 West 57 ^th Street, Suite 5000, New York, NY 10019-2701, is the Fund's distributor. Pursuant to the agreement between the Fund and the Distributor (the "Distribution Agreement"), the Distributor serves as the Fund's distributor and principal underwriter and as such is authorized to solicit orders from the public to purchase shares of the Fund's common stock. The Distributor acts in this capacity merely as the Fund's agent, and all subscriptions must be accepted by the Fund as principal.

The Distribution Agreement was approved through December 31, 2018 by a vote, cast in person, of the Directors, including a majority of the Directors who are not "interested persons", as defined in the 1940 Act, at their meeting held on March 7, 2017. The Distribution Agreement continues in effect so long as such continuance is specifically approved at least annually (1) by the Directors of the Fund and by vote of a majority of the Directors of the Fund who are not parties to the Distribution Agreement or affiliated persons, as defined in the 1940 Act, of any such party (other than as directors of the Fund), or (2) by vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act).

The Fund paid no underwriting commissions to the Distributor for the years ended December 31, 2015, December 31, 2016 or December 31, 2017.

ADMINISTRATOR

The Bank of New York Mellon ("BNY Mellon" or the "Administrator") provides certain administration and accounting services to the Fund pursuant to a Fund Administration and Accounting Services Agreement between the Fund and BNY Mellon.

The Administrator provides various administrative and accounting services necessary for the operations of the Fund, including certain valuation support and accounting services, financial reporting services, tax services and fund administration services.

For providing such services, the Administrator receives a base fee and an asset-based fee, computed daily and paid monthly. The Fund also reimburses the Administrator for certain out-of-pocket expenses. During the fiscal year ended December 31, 2017, the Fund incurred $157,327 in administration and accounting services fees.

ALLOCATION OF PORTFOLIO BROKERAGE

The Fund has authorized the Adviser to use the Distributor to effect securities transactions for the Fund. The Fund has adopted procedures incorporating the standards of Rule 17e-1 of the 1940 Act, which require that the commissions paid to the affiliated broker-dealer be reasonable and fair compared to the commission, fee or other remuneration received, or to be received, by other brokers in connection with comparable transactions involving similar securities during a comparable period of time.

The Fund and the Adviser generally do not direct the Fund's portfolio transactions to persons or firms to obtain brokerage or research services provided by such person or firm. While neither the Fund nor the Adviser has a present intention of doing so, the Adviser may execute transactions in the Fund's portfolio securities through persons or firms which supply Section 28(e) eligible brokerage or research services to the Adviser, but only when consistent with the Fund's policy to seek the most favorable markets, prices and executions in its securities transactions. In these limited circumstances, the Adviser may direct orders to a broker-dealer in recognition of the brokerage or research services it furnishes to the Adviser and pay commissions to the broker-dealer in excess of the amounts other broker-dealers would have charged for executing the orders. The services that the Adviser may obtain in these limited circumstances include attendance at seminars and conferences and meetings with corporate executives of issuers whose securities are held in client accounts or that are under consideration by the Adviser. The Adviser would not attempt to allocate among its clients the relative costs or benefits of the services obtained, believing that the services, in the aggregate, assist the Adviser in fulfilling its overall duty to its clients. The Adviser would periodically determine in good faith that the commissions paid for the services are reasonable in relation to the value of the services provided by broker-dealers, viewed either in terms of a particular transaction or the Adviser's overall duty to its clients.

The Fund may invest in some instances in securities which are not listed on a national securities exchange but are traded in the over-the-counter ("OTC") market or the third market. It may also execute transactions in listed securities through the third market. Where transactions are executed in the OTC market or the third market, the Adviser seeks to deal with primary market makers and to execute transactions on the Fund's behalf, except in those circumstances where, in the opinion of management, better prices and executions may be available elsewhere. The Fund does not allocate brokerage business in return for sales of the Fund's shares.

The following chart sets forth figures pertaining to the Fund's brokerage during the last three years:

Year Ended	Total Brokerage Commissions Paid*			Brokerage Commissions Paid to the Distributor*
December 31, 2015	$	394,404			$	394,404
December 31, 2016	$	1,272,509	**		$	1,272,509	**
December 31, 2017	$	302,674	**		$	302,674	**

*	This amount includes foreign securities transaction fees of $92,382, $62,263 and $67,719 paid in connection with foreign securities transactions for the fiscal years ended December 31, 2015, December 31, 2016 and December 31, 2017, respectively.
**	The total brokerage commissions paid by the Fund increased materially in 2016 from the previous year due to an increase in the number of portfolio transactions. The total brokerage commission paid by the Fund decreased materially in 2017 from the previous year due to a decrease in the number of portfolio transactions.

During the year ended December 31, 2017, the brokerage commissions and fees paid to the Distributor, an affiliated person of the Fund, represented 100% of the total brokerage commissions and fees paid by the Fund during such year and were paid on account of transactions having an aggregate dollar value equal to 100% of the aggregate dollar value of all portfolio transactions of the Fund during such year for which commissions and fees were paid.

DISCLOSURE OF PORTFOLIO HOLDINGS

To prevent the misuse of non-public information about the Fund's portfolio, it is the policy of the Fund and its affiliated persons not to disclose to third parties non-public information of a material nature about the Fund's specific portfolio holdings. Disclosure of non-public information about the Fund's specific portfolio holdings may be made when the Fund has a legitimate business purpose for making the disclosure, such as making disclosures to the Fund's brokers or other service providers. The Fund requires parties to whom non-public information about the Fund's portfolio holdings has been disclosed to keep such information confidential. The Fund also prohibits such parties from trading on the basis of such information. The Fund receives no compensation for such disclosures. The Fund has procedures for preventing the unauthorized disclosure of material non-public information about the Fund's portfolio holdings. The Fund, Adviser and Distributor have each adopted a Code of Ethics that prohibits Fund or advisory personnel from using non-public information for their personal benefit.

The Fund publicly files a portfolio report on a quarterly basis, either by way of a shareholder report or a filing on Form N-Q, within 60 days of the end of each fiscal quarter. These reports are available to the public on the Fund's website or by calling the Fund's toll-free telephone number. Any exception to the Fund's policy must be approved by an officer of the Fund and reported to the Chief Compliance Officer, who reports to the Board. Changes in the disclosure policy of the Fund will be approved by the Board.

NET ASSET VALUE

The net asset value of each share ("NAV") of the Fund's common stock on which the subscription and redemption prices are based is determined as of the close of regular trading of the Exchange (generally 4:00 p.m., Eastern Time) each day the Exchange is open for business (each a "Fund Business Day"). The Exchange is closed on New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. To calculate the NAV, the Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding.

For purposes of this computation, readily marketable portfolio securities listed on the Exchange are valued at the last quoted sales price on the business day as of which such value is being determined. If there has been no sale on the Exchange, the security is valued at the mean of the last bid and asked prices on such day. If no bid and asked prices are quoted on the Exchange, then the security is valued by such method as the Board shall determine in good faith to reflect its fair market value.

Securities traded on a foreign exchange are valued at the official closing price (or, in the absence of an official closing price, the last quoted sales price, or, in the absence of an official closing price and last quoted sales price, the mean of the last bid and asked prices) on the last business day on the principal exchange on which the security is primarily traded. Values for securities listed on a foreign exchange are converted into their U.S. Dollar equivalent at the foreign exchange rate in effect at the close of the Exchange on that day.

Readily marketable securities not listed on the Exchange or on a foreign securities exchange but listed on other national securities exchanges are valued at the last quoted sales price on the business day as of which such value is being determined. If there has been no sale on such exchange, the security is valued at the mean of the last bid and asked prices on such day. If no bid and asked prices are quoted on such exchange, then the security is valued by such method as the Board shall determine in good faith to reflect its fair market value. Securities traded on the Nasdaq Stock Market, Inc. ("NASDAQ") are valued using the NASDAQ Official Closing Price.

Treasury Bills with remaining maturities of 60 days or less are valued at their amortized cost. Under the amortized cost method of valuation, an instrument is valued at cost and the interest payable at maturity upon the instrument is accrued as income, on a daily basis, over the remaining life of the instrument. A Treasury Bill with a remaining maturity in excess of 60 days is valued on the basis of market quotations and estimates until the 60th day prior to maturity, at which point it is valued at amortized cost. In that event, the cost of the security is deemed to be the security's stated market value on the 61st day prior to maturity.

All other assets of the Fund, including restricted and not readily marketable securities, are valued in accordance with the Fund's valuation procedures established by and under the supervision of the Board. Portfolio securities for which market quotations are not readily available or are determined to be unreliable are valued at fair value as determined by the Adviser as of the valuation time in accordance with the Fund's valuation procedures.

For purposes of determining the Fund's NAV each day, the value of all assets and liabilities initially expressed in a foreign currency is converted into U.S. Dollars at the foreign exchange rate in effect at the close of the Exchange on that day.

PURCHASE AND REDEMPTION OF SHARES

Purchases: General

The Fund reserves the right to withdraw the offering of Fund shares at any time, without notice. The Fund also reserves the right to reject any order, whether direct or through an intermediary, to purchase shares (including additional purchases by existing shareholders).

Purchases: Limitations or Restrictions

The Fund may impose limitations or restrictions on purchases of Fund shares periodically to protect the implementation of the Fund's investment strategy or objective or otherwise control the Fund's asset levels. The Fund may, for example, take one or more of the following actions to limit or restrict purchases of Fund shares:

·	Permit only existing shareholders to add to their existing accounts through the purchase of additional Fund shares and through the reinvestment of dividends and/or capital gain distributions on any shares owned;
·	Limit the ability to open new accounts through financial intermediaries and other financial services organizations;
·	Limit shareholders' ability to add to their accounts through the Automatic Investment Plan ("AIP") or increase the AIP amount;
·	Limit the ability of sponsors of qualified contribution retirement plans (for example, 401(k) plans, profit sharing plans and money purchase plans), 403(b) plans or 457 plans and other intermediaries to permit purchases by new plans or existing participants;
·	Limit the ability of financial intermediaries and financial advisers to purchase shares for any new or existing client; and
·	Prohibit new purchases by existing shareholders and any new investor and transfers of Fund shares by an existing shareholder to any new investor.

When Fund assets reach a level at which additional inflows can be invested without impairing the implementation of the Fund's investment strategy or objective, the Fund may remove an existing limitation or restriction on purchases of Fund shares.

When the Fund imposes a limitation or restriction on purchases of Fund shares or modifies it, the Fund will post information concerning the limitation or restriction or modification on its website at www.sequoiafund.com.

The Fund retains the right to make exceptions to any limitation or restriction on purchases of Fund shares.

Redemptions

The right of redemption may not be suspended or (other than by reason of a shareholder's delay in furnishing the required documentation following certain oral redemption requests) the date of payment upon redemption postponed for more than seven days after a shareholder's redemption request in accordance with the procedures set forth in the Prospectus, except for any period during which the Exchange is closed (other than customary weekend and holiday closings) or during which the Commission determines that trading thereon is restricted, or for any period during which an emergency (as determined by the Commission) exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or as a result of which it is not reasonably practicable for the Fund fairly to determine its NAV, or for such other period as the Commission may by order permit for the protection of shareholders of the Fund.

Additional Purchase and Redemption Information

You may visit the Fund online at www.sequoiafund.com. In addition to checking your Fund account balance, you may purchase or redeem shares of the Fund through the website. The Fund has entered into an agreement with a third-party service provider pursuant to which it supports the Fund's online capabilities. A provision of that agreement limits the service provider's liability to the Fund such that the service provider's liability would not exceed (i) as to any single claim, an amount exceeding the aggregate fees received by the service provider during the three months preceding the occurrence from which the claim arises and (ii) as to all claims, an amount exceeding the aggregate fees received by service provider during the most recent 12-month term of services with respect to which the claim arises.

Payments to Intermediaries

Certain financial intermediaries holding Fund shares for the benefit of their customers provide recordkeeping, shareholder servicing and other administrative services to those customers investing in the Fund. The Adviser and the Distributor have agreed to pay certain of these financial intermediaries an asset-based fee ranging up to 0.10% of the average daily net assets attributable to the intermediary for providing such recordkeeping, shareholder servicing and administrative services to their customers.

TAX CONSIDERATIONS

The Fund is a "non-diversified" investment company, which means the Fund is not limited (subject to the investment restrictions set forth above) in the proportion of its assets that may be invested in the securities of a single issuer. However, for the fiscal year ended December 31, 2017, the Fund has qualified, and for each fiscal year thereafter the Fund intends to conduct its operations so as to qualify, to be taxed as a "regulated investment company" for purposes of the Code (a "RIC"), which will relieve the Fund of any liability for Federal income tax on that part of its net ordinary taxable income and net realized long-term capital gain which it distributes to shareholders. Such qualification does not involve supervision of management or investment practices or policies by any government agency. To so qualify, among other requirements, the Fund will limit its investments so that, at the close of each quarter of the taxable year, (i) not more than 25 percent of the market value of the Fund's total assets will be invested in the securities of a single issuer (the "25% test"), and (ii) with respect to 50 percent of the market value of its total assets, not more than 5 percent of the market value of its total assets will be invested in the securities of a single issuer and the Fund will not own more than 10 percent of the outstanding voting securities of a single issuer (the "50% test"). The Fund's investments in U.S. Government securities are not subject to these limitations. The Fund will not lose its status as a RIC if the Fund fails to meet the 25% test or the 50% test at the close of a particular quarter due to fluctuations in the market values of its securities. Investors should consult their own counsel for a complete understanding of the requirements the Fund must meet to qualify as a RIC. The following discussion relates solely to the Federal income tax treatment of dividends and distributions by the Fund and assumes the Fund qualifies as a RIC. Investors should consult their own counsel for further details and for the application of state and local tax laws to their particular situation.

Distributions of net ordinary taxable income (including any realized short-term capital gain) by the Fund to its shareholders are taxable to the recipient shareholders as ordinary income and, to the extent determined each year, are eligible, in the case of corporate shareholders, for the 70 percent dividends-received deduction, subject to reduction of the amount eligible for deduction if the aggregate qualifying dividends received by the Fund from domestic corporations in any year are less than 100% of its gross income (excluding long-term capital gains from securities transactions). Under provisions of the current tax law, a corporation's dividends-received deduction will be disallowed, however, unless the corporation holds shares in the Fund at least 46 days during the 90-day period beginning 45 days before the date on which the corporation becomes entitled to receive the dividend. Furthermore, the dividends-received deduction will be disallowed to the extent a corporation's investment in shares of the Fund is financed with indebtedness. In view of the Fund's investment policies, dividends from domestic corporations may be a large part of the Fund's ordinary taxable income and, accordingly, a large part of such distributions by the Fund may be eligible for the dividends-received deduction; however, this is largely dependent on the Fund's investment policy for a particular year and therefore cannot be predicted with certainty.

A portion of the Fund's distributions may be treated as "qualified dividend income," taxable to individuals, trusts, and estates at the same preferential tax rates as long-term capital gains. A distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that both the Fund and the individual satisfy certain holding period and other requirements. To the extent the Fund's distributions are attributable to other sources, such as interest or capital gains, the distributions are not treated as qualified dividend income.

For federal income tax purposes, dividends declared and payable to shareholders of record as of a date in October, November or December of a given year but actually paid during the immediately following January will be treated as if paid by the Fund on December 31 of that calendar year and will be taxable to such shareholders for the year declared and not for the year in which the shareholders actually receive the dividend.

Cost Basis Reporting . Mutual funds are required to report to the Internal Revenue Service (the "IRS") the "cost basis" of shares acquired by a shareholder on or after January 1, 2012 ("covered shares") and subsequently redeemed. These requirements do not apply to investments through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement plan. The "cost basis" of a share is generally its purchase price adjusted for dividends, return of capital, and other corporate actions. Cost basis is used to determine whether a sale of the shares results in a gain or loss. The amount of gain or loss recognized by a shareholder on the sale or redemption of shares is generally the difference between the cost basis of such shares and their sale price. If you redeem covered shares during any year, then the Fund will report the cost basis of such covered shares to the IRS and you on Form 1099-B along with the gross proceeds received on the redemption, the gain or loss realized on such redemption and the holding period of the redeemed shares.

A mutual fund company is required to know the cost accounting method you would like used when the company calculates the gain or loss associated with your redemption requests, either at the time of the redemption or prior to the redemption requests. If the mutual fund company does not have that information on file, it is required to use a default method to determine the cost basis.

The Fund has chosen the High Cost method as its default cost accounting method. Under the High Cost method, the shares with the highest cost are redeemed first. This default method will be utilized after all shares held prior to January 1, 2012 ("noncovered shares") are redeemed.

The Fund also offers the following methods of calculating cost basis for purposes of computing the gain or loss associated with a redemption request:

Average Cost – Values the cost of shares in an account by averaging the effect of all purchases made after January 1, 2012 in the account.

First-In First-Out – Shares acquired first in the account are the first shares depleted.

Last-In First-Out – Shares acquired last in the account are the first shares depleted.

Low Cost – Shares acquired with the lowest cost per share are the first shares depleted.

Loss/Gain Utilization – Depletes shares with losses before gains, consistent with the objective of minimizing taxes. For shares that yield a loss, shares owned one year or less (short-term shares) will be redeemed before shares owned more than one year (long-term shares). For gains, long-term shares will be redeemed before short-term shares. With favorable long-term gains rates, long-term gains are given priority over short-term gains to reduce tax liability.

Specific Lot Identification – The shareholder selects which lots to deplete at the time the redemption is requested. When choosing this method, the shareholder must select one of the following secondary methods as an alternate in the event a specific lot for depletion is not provided: First-In First-Out; Last-In First-Out; High Cost; Low Cost or Loss/Gain Utilization.

If you do not wish to utilize the High Cost calculation chosen by the Fund, you may elect to utilize a different accounting method for your future redemption activity. If you elect a method other than High Cost or Specific Lot Identification, the method you choose will not be utilized until all shares held prior to January 1, 2012 are redeemed. If you elect Specific Lot Identification as your cost method, you may select from both covered and non-covered shares for your redemption request. The Fund does not maintain historic lot information for non-covered shares. Be sure to consult your tax advisor regarding which method may be right for you.

COMMON STOCK

The authorized capital stock of the Fund consists of 100,000,000 shares of common stock, each having $.10 par value.

The Fund is a Maryland corporation. The Articles of Incorporation of the Fund give the Fund the right to purchase for cash the shares of common stock evidenced by any stock certificate presented for transfer at a purchase price equal to the aggregate NAV determined as of the next close of business of the Exchange after such certificate is presented for transfer, computed as in the case of a redemption of shares.

The Fund's shares have non-cumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors if they choose to do so, and in such event the holders of the remaining less than 50% of the shares voting for such election of directors will not be able to elect any person or persons to the Board.

To the knowledge of the Fund, the following persons owned of record or beneficially 5% or more of the outstanding shares of the Fund as of the close of business on April 2, 2018:

Name and Address	Number of Shares	% of Shares

CHARLES SCHWAB & CO INC. 211 MAIN ST. SAN FRANCISCO CA 94105-1905	2,688,471.1380	10.97%

CARMEL HILL FUND 3 COLUMBUS CIR STE 1403 NEW YORK, NY 10019-8725	1,238,549.9150	5.06%

CUSTODIAN, REGISTRAR AND SHAREHOLDER SERVICING AGENT, COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Bank of New York Mellon, 225 Liberty Street, New York, New York 10286, acts as custodian for the Fund's securities portfolio and cash. Subject to the supervision of the Board, The Bank of New York Mellon may enter into sub-custodial agreements for the holding of the Fund's foreign securities.

DST Systems, Inc., 333 W. 11 ^th Street, Kansas City, Missouri 64105, serves as the registrar and shareholder servicing agent for the Fund.

Seward & Kissel LLP, 901 K Street, NW Washington, DC 20001, serves as counsel to the Fund.

KPMG LLP, 345 Park Avenue, New York, NY 10154, serves as independent registered public accounting firm for the Fund.

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements of the Fund for its fiscal year ended December 31, 2017 and the corresponding report of KPMG LLP are incorporated herein by reference to the Annual Report. The Annual Report was filed on Form N-CSR with the Commission on February 28, 2018. The Annual Report is available without charge upon request by contacting the Fund at 1-800-686-6884.

Sequoia Fund

Part C – Other Information.

Item 28.

Exhibits

The following Exhibits are filed as part of this Post-Effective Amendment to the Registrant's Registration Statement:

(a)	(1)	Articles of Incorporation - Incorporated by reference to Exhibit (1)(a) of Post-Effective Amendment No. 43 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the Securities and Exchange Commission (“SEC”) on April 17, 1998.

	(2)	Articles of Amendment - Incorporated by reference to Exhibit (1)(b) of Post-Effective Amendment No. 43 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 17, 1998.

	(3)	Articles of Amendment - Incorporated by reference to Exhibit (1)(c) of Post-Effective Amendment No. 43 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 17, 1998.

	(4)	Articles of Amendment - Incorporated by reference to Exhibit (1)(d) of Post-Effective Amendment No. 43 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 17, 1998.

	(5)	Articles of Amendment - Incorporated by reference to Exhibit (1)(e) of Post-Effective Amendment No. 43 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 17, 1998.

	(6)	Articles Supplementary - Incorporated by reference to Exhibit (a)(6) of Post-Effective Amendment No. 48 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 29, 2002.

(b)		Amended and Restated By-Laws – Incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 72 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2017.

(c)		Not Applicable.

(d)	(1)	Investment Advisory Contract between the Registrant and Ruane, Cunniff & Goldfarb Inc. – Incorporated by reference to Exhibit (d) of Post-Effective Amendment No. 72 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2017.

	(2)	Assignment and Assumption Agreement between Ruane, Cunniff & Goldfarb Inc. and Ruane, Cunniff & Goldfarb L.P. relating to the Investment Advisory Contract – Filed herewith.

(e)		Distribution Agreement between the Registrant and Ruane, Cunniff & Goldfarb LLC – Incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 72 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2017.

(f)		Not Applicable.

(g)	(1)	Amended and Restated Custody Agreement between the Registrant and The Bank of New York Mellon (“BNYM”), dated July 15, 2013 – Incorporated by reference to Exhibit (g)(1)of Post-Effective Amendment No. 68 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2015.

	(2)	Foreign Custody Manager Agreement between the Registrant and BNYM, dated July 15, 2013 – Incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 68 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2015.

(h)	(1)(a)	Services Agreement between the Registrant and Data-Sys-Tance, Inc. - Incorporated by reference to Exhibit (9) of Post-Effective Amendment No. 43 of the Registrant's Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 17, 1998.

	(1)(b)	Amendment to Services Agreement between the Registrant and Data-Sys-Tance, Inc., dated May 17, 2014 – Incorporated by reference to Exhibit (h)(1)(b) of Post-Effective Amendment No. 68 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2015.

	(1)(c)	Amendment to Services Agreement between the Registrant and Data-Sys-Tance, Inc., dated June 3, 2015 – Incorporated by reference to Exhibit (h)(1)(c) of Post-Effective Amendment No. 70 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 29, 2016.

	(2)(a)	Fund Administration and Accounting Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated June 30, 2014 – Incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 68 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2015.

	(2)(b)	Amendment to Fund Administration and Accounting Agreement between the Registrant and BNYM (as assigned from BNY Mellon Investment Servicing (US) Inc.) – Filed herewith.

(i)		Opinion and Consent of Seward & Kissel LLP – Filed herewith.

(j)		Consent of KPMG LLP – Filed herewith.

(k)		Not Applicable.

(l)		Not Applicable.

(m)		Not Applicable.

(n)		Not Applicable.

(o)		Reserved.

(p)	(1)	Amended and Restated Code of Ethics, dated March 6, 2018 – Filed herewith.

	(2)	Code of Ethics of the Independent Directors of the Registrant, dated September 12, 2016 – Incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 72 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2017.

		Other Exhibits: Power of Attorney for Ms. Crandall – Filed herewith; Powers of Attorney for Messrs. Harris and Atkins – Incorporated by reference to Other Exhibits of Post-Effective Amendment No. 72 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 28, 2017; Powers of Attorney for Messrs. Lazarus, Lowenstein, Medley and Swiggett – Incorporated by reference to Other Exhibits of Post-Effective Amendment No. 70 of the Registrant’s Registration Statement on Form N-1A (File Nos. 2-35566 and 811-01976) filed with the SEC on April 29, 2016.

Item 29.	Persons Controlled by or Under Common Control with Registrant.

	No such persons.

Item 30.	Indemnification.

	The Registrant incorporates herein by reference the response to “Item 19. Indemnification of Directors and Officers” of Registrant’s Form N-8B-1 Registration Statement under the Investment Company Act of 1940 (File No. 811-01976) and its response to Item 27 of Post-Effective Amendment No. 30 to this Registration Statement.

Item 31.	Business and Other Connections of Investment Adviser.

	None.

Item 32.	Principal Underwriters.

	(a) No such investment company.

	(b) The following are the directors and officers of Ruane, Cunniff & Goldfarb LLC. The principal business address of each of these persons is 9 West 57th Street, Suite 5000, New York, New York 10019-2701.

(1)	(2)	(3)
		Positions and
	Positions and Offices	Offices with
Name	with Underwriter	Registrant

David M. Poppe	CEO and President	President, Chief Executive Officer and Director

Wendy Goodrich	N/A	Executive Vice President

Patrick Dennis	Financial and Operations Principal	Treasurer

Michael Sloyer	General Counsel and Chief Compliance Officer	Secretary, General Counsel and Chief Compliance Officer

Michael Valenti	Not Applicable	Assistant Secretary

	(c) Not applicable.

Item 33.	Location of Accounts and Records.

	Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained in the physical possession of (i) the Registrant, (ii) The Bank of New York Mellon, 225 Liberty Street, 25th Floor, New York, New York 10286, the Registrant's custodian, (iii) The Bank of New York Mellon, 4400 Computer Drive, Westborough, MA 01581, the Registrant’s fund administration and accounting agent, or (iv) DST Systems, Inc., 333 West 11th Street, Kansas City, Missouri 64105, the Registrant’s transfer agent and dividend disbursing agent.

Item 34.	Management Services.

	No such management-related service contracts.

Item 35.	Undertakings.

	Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the 1933 Act and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and the State of New York, on the 27 ^th day of April, 2018.

	SEQUOIA FUND, INC.

	By:	/s/David M. Poppe
		David M. Poppe President, Chief Executive Officer and Director

Pursuant to the requirements of the 1933 Act, this Amendment to the Registrant’s Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature			Capacity	Date

(1) Principal Executive Officer:			President, CEO and Director	April 27, 2018

		By: /s/David M. Poppe
		David M. Poppe

(2) Principal Financial and Accounting Officer:			Treasurer	April 27, 2018

		By: /s/Patrick Dennis
		Patrick Dennis

(3) All of the Directors:

		By: /s/David M. Poppe		April 27, 2018
		David M. Poppe

		Roger Lowenstein*		April 27, 2018
		Edward Lazarus*		April 27, 2018
		Robert L. Swiggett*		April 27, 2018
		Tim Medley*		April 27, 2018
		Peter Atkins*		April 27, 2018
		John B. Harris*		April 27, 2018
		Melissa Crandall*		April 27, 2018

	*	By: /s/David M. Poppe		April 27, 2018
		David M. Poppe
		Attorney-in-Fact

INDEX TO EXHIBITS

(d)(2)	Assignment and Assumption Agreement

(h)(2)(b)	Amendment to Fund Administration and Accounting Agreement

(i)	Opinion and Consent of Seward & Kissel LLP

(j)	Consent of KPMG LLP

(p)(1)	Amended and Restated Code of Ethics, dated March 6, 2018

Other Exhibits:	Power of Attorney for Ms. Crandall

Exhibit (d)(2)

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement, effective as of March 31, 2018 (the “Agreement”), by and between Ruane, Cunniff & Goldfarb Inc. (the “Assignor”) and Ruane, Cunniff & Goldfarb L.P. (the “Assignee”).

WHEREAS, the Assignor wishes to transfer, assign and convey to Assignee all of its rights, obligations and duties under the investment advisory contract between the Assignor and Sequoia Fund, Inc., dated April 17, 2017 (the “Investment Advisory Contract”);

WHEREAS, the Assignor has taken all actions necessary to assign the Investment Advisory Contract to Assignee and to perform the actions contemplated under this Agreement;

WHEREAS, the Assignee agrees to accept from the Assignor and assume all of the Assignor’s rights, obligations and duties under the Investment Advisory Contract;

WHEREAS, the Board of Directors of Sequoia Fund, Inc., including those directors who are not “interested persons” within the meaning of the Investment Company Act of 1940, has approved a form of this Agreement;

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Assignment . Effective as of the date hereof (the “Effective Date”), the Assignor hereby assigns, transfers, and conveys to the Assignee all of the Assignor’s rights, obligations and duties in and to the Investment Advisory Contract in accordance with the terms thereof.

2. Assumption . Effective as of the Effective Date, the Assignee hereby accepts the foregoing assignment, transfer and conveyance of rights and delegation of obligations and duties and hereby assumes and agrees to timely perform all of the obligations and duties of the Assignor under the Investment Advisory Contract in accordance with the terms thereof and to provide written notice to Sequoia Fund, Inc. of any change in the identity of the Assignee’s general partner within a reasonable time after such change.

3. Treatment of Fees . Any fees payable under the Investment Advisory Contract accrued with respect to services provided prior to the Effective Date shall be payable to the Assignor and all such fees attributable to services rendered on or after the Effective Date shall be payable to the Assignee.

4. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of New York.

5. Modification . Except as otherwise provided herein, the terms and conditions of this Agreement may not be modified, changed discharged or terminated, nor may any provision hereof be waived, except by an instrument in writing signed by the party against whom the enforcement of any such modification, change, discharge, termination or waiver is sought.

6. Further Assurances . Each of the parties agrees to execute and deliver or cause to be executed and delivered such other instruments of sale, transfer, conveyance and assignment and to take or cause to be taken such action as the other party may reasonably determine is necessary to transfer, convey, and assign to Assignee, and to evidence and confirm Assignee’s rights to, ownership of and assumption of obligations under, the Investment Advisory Contract.

7. Entire Agreement . This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties made in connection herewith.

8. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

Ruane, Cunniff & Goldfarb Inc.	Ruane, Cunniff & Goldfarb L.P. By: RCG-GP LLC, its general partner


By: /s/ David M. Poppe Name: David M. Poppe Title: President and CEO	By: /s/ John B. Harris Name: John B. Harris Title: Managing Partner

ACKNOWLEDGED BY:

Sequoia Fund, Inc.

By: /s/ Wendy Goodrich
Name: Wendy Goodrich
Title: Executive Vice President

Exhibit (h)(2)(b)

INVESTMENT COMPANY REPORTING MODERNIZATION SERVICES

AMENDMENT TO

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

This Investment Company Reporting Modernization Services Amendment (the “Amendment”) is made as of January 25, 2018 by and between SEQUOIA FUND, INC. (the “Fund”) and THE BANK OF NEW YORK MELLON (as assigned from BNY Mellon Investment Servicing (US) Inc.) (“BNY Mellon”).

BACKGROUND:

WHEREAS, the Fund and BNY Mellon are parties to a Fund Administration and Accounting Agreement dated as of June 30, 2014 (the “Agreement”);

WHEREAS, the Fund desires that BNY Mellon provide the investment company reporting modernization services described in this Amendment;

WHEREAS, capitalized terms used in this Amendment shall have the meanings set forth in the Agreement unless otherwise defined herein, and all forms and rules referenced herein are in reference to forms and rules promulgated under the Investment Company Act of 1940, as amended; and

WHEREAS, the Fund and BNY Mellon desire to amend the Agreement with respect to the foregoing;

TERMS:

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

BNY Mellon shall provide the following services to the Fund and the Agreement is hereby amended to include the following with the services described therein:

1.1

As selected by the Fund, BNY Mellon shall provide services following a full service operating model. This operating model requires BNY Mellon to include the actual filing of the reports as part of the services noted below.

1.2

FORM N-PORT . BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will, or will cause the Print Vendor to: (i) collect, aggregate and normalize the data required for the submission of Form N-PORT; (ii) prepare, on a monthly basis, Form N-PORT; and (iii) file Form N-PORT with the United States Securities and Exchange Commission (“SEC”).

1.2.1

The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Fund in advance of the preparation of the initial Form N-PORT pursuant to this Amendment.

1.2.2

Unless mutually agreed in writing between BNY Mellon and the Fund, BNY Mellon will use the same layout and format for every successive reporting period for Form N-PORT.

1.3

FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will, or will cause the Print Vendor to: (i) collect, aggregate and normalize the data required for the submission of Form N-CEN; (ii) prepare, on an annual basis, Form N-CEN; and (iii) file Form N-CEN with the SEC.

1.3.1

1.3.2

Unless mutually agreed in writing between BNY Mellon and the Fund, BNY Mellon will use the same source for obtaining the information and method for performing the required calculations for every successive reporting period for Form N-CEN.

1.4

Fixed Income Risk Analytics. BNY Mellon shall calculate the portfolio and security-level risk metrics required within Form N-PORT and Form N-CEN (referenced above).

1.5

Liquidity Rule Analysis. BNY Mellon shall perform a daily analysis on a T+1 basis for liquidity classifications and monitor liquidity thresholds per the requirements of Form N-PORT and Form N-CEN (referenced above) and Rule 22e-4. If any such analysis reflects that (a) the Fund’s highly liquid investments have fallen below the Fund’s highly liquid investment minimum or (b) the Fund has exceeded the 15% limit on illiquid investments, then BNY Mellon shall notify the Fund in writing promptly and in no case later than 9:00 p.m. ET of the day on which such analysis was completed.

1.5.1

The analysis provided by BNY Mellon is subject to and dependent upon the Fund providing all necessary liquidity classifications and percentage thresholds necessary to perform such analysis. Additionally, the parties hereto acknowledge that the Fund is solely responsible for the adoption, adequacy and effectiveness of the Fund’s liquidity risk management program.

BNY Mellon has entered into an agreement with a financial printer (the “Print Vendor”) for the Print Vendor to provide to BNY Mellon the ability to generate the reports described herein (the “Vendor Eligible Services”). Notwithstanding anything to the contrary in this Amendment, BNY Mellon shall not be obligated to perform the Vendor Eligible Services unless an agreement between BNY Mellon and the Print Vendor for the provision of such services is then-currently in effect. BNY Mellon will promptly inform the Fund if BNY Mellon is unable to provide the Vendor Eligible Services as contemplated herein due to an inability to contract with a Print Vendor to provide the necessary functionality to support such services.

BNY Mellon shall not be responsible for: (a) delays in the transmission to it by the Fund, the Fund’s adviser and entities unaffiliated with BNY Mellon (collectively, for this Amendment, “Third Parties”) of data required for the preparation of reports described herein, (b) inaccuracies of, errors in or omissions of, such data provided to it by any Third Party, and (c) validation of such data provided to it by any Third Party. This Section 3 is a limitation of responsibility provision for the benefit of BNY Mellon, and shall not be used to imply any responsibility or liability against BNY Mellon.

The Fund, in a timely manner, shall review and comment on, and, as the Fund deems necessary, cause its counsel and/or accountants to review and comment on, each report described herein. The Fund shall provide timely sign-off of, and authorization and direction to file, each such report. Absent such timely sign-off, authorization and direction by the Fund, BNY Mellon shall be excused from its obligations to prepare and file the affected report. BNY Mellon is providing the services related to the filing of such reports based on the acknowledgement of the Fund that such services, together with the activities of the Fund in accordance with its internal policies, procedures and controls, shall together satisfy the requirements of the applicable rules and regulations for each such report.

The Fund shall be responsible for the retention of the filed reports described herein in accordance with any applicable rule or regulation.

Notwithstanding any provision of this Amendment, the services described herein are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any other person. Neither this Amendment nor the provision of the services establishes or is intended to establish an attorney-client relationship between BNY Mellon and the Fund or any other person.

As compensation for the services described herein, the Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Print Vendor’s fees. For the avoidance of doubt, the fees charged by the Print Vendor will not equal the fees charged by BNY Mellon, nor shall such fees be considered an out-of-pocket expense, BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Print Vendor.

Miscellaneous .

(a) As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control with respect to the services described herein.

(b) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

(c) If any provision or provisions of this Amendment shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

(Signature page follows.)

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

SEQUOIA FUND, INC.


By:	/s/ Patrick Dennis
Name:	Patrick Dennis
Title:	Treasurer

THE BANK OF NEW YORK MELLON


By:	/s/ Dorothy R. McKeown
Name:	Dorothy R. McKeown
Title:	Managing Director

Date: 2/1/18

Exhibit (i)

SEWARD & KISSEL LLP

901 K Street, NW

Washington, DC 20001

Telephone: (202) 737-8833

Facsimile: (202) 737-5184

April 27, 2018

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. 74 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 16, 2018, with respect to the statement of assets and liabilities of Sequoia Fund, Inc., including the schedule of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, the related notes and the financial highlights for each of the years in the three-year period then ended, incorporated by reference herein 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 25, 2018

Exhibit (p)(1)

Ruane, Cunniff & Goldfarb L.P.

Conifer Management, LLC

Wishbone Management, LP

Ruane, Cunniff & Goldfarb LLC

Sequoia Fund, Inc.

Code of Ethics

(Amended and Restated as of March 6, 2018)

1. Introduction

Ruane, Cunniff & Goldfarb L.P., Conifer Management, LLC, and Wishbone Management, LP (each, an “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, each Adviser, the Fund and the Distributor individually 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, partners, members and directors of each Adviser, the Fund and the Distributor (collectively, “Covered Persons”).

2. Definitions

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.

(a)

“ Advisers Act ” means the Investment Advisers Act of 1940, as amended.

(b)

“ Bad Act ” means any act defined as a “bad act” under FINRA Rule 506(d) or any disqualifying event under such Rule.

(c)

“ Beneficial Ownership ” means ownership by any person who has or shares a direct or indirect financial interest in a Covered Security. Beneficial Ownership shall be interpreted in the same manner as defined in Rule 16a-1(a)(2) under Securities Exchange Act of 1934 (the “1934 Act”).

(d)

“ Client ” means any person or entity (i) for which the Adviser provides advisory services and (ii) for which the Adviser receives an advisory fee or, in certain limited circumstances, for which the Adviser does not receive an advisory fee.

(e)

“ Company Act ” means the Investment Company Act of 1940, as amended.

(f)

“ Covered Security ” means the instruments commonly known as securities (as defined in Section 2(a)(36) of the Company Act) and includes any derivative of a security, commodities, options or forward contracts, but does not include shares of open-end investment companies registered under the Company Act (other than shares of exchange-traded funds and shares of mutual funds for which the Adviser acts as an investment adviser or the Distributor acts as principal underwriter), direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short term debt instruments, including repurchase agreements.

(g)

“ Designated Supervisory Person ” refers to the Chief Compliance Officer of the Adviser, the Fund, and the Distributor.

(h)

“ Fund ” means Sequoia Fund, Inc.

(i)

“ Head of Trading ” refers to the current head of trading of the Adviser or, if not applicable, such other properly registered trader(s) designated by management of the Adviser. “Trading Department” refers to Head of Trading and any qualified and properly registered trader.

(j)

“ Initial Public Offering ” or “ IPO ” means an offering of securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of the 1934 Act.

(k)

“ Insider Trading Policy ” means the “Policies for Preventing and Detecting Insider Trading” adopted by the Adviser and the Distributor.

(l)

“ Limited Offering ” means an offering that is exempt from registration under the 1933 Act. This includes private placements of interests of private funds (i.e., hedge funds).

(m)

“ Personal Account ” means an account in which a Covered Person has any Beneficial Ownership . The Covered Person’s Personal Accounts include accounts of:

(i)

the Covered Person’s spouse (other than a legally separated or divorced spouse) and minor children;

(ii)

any immediate family member who lives in the Covered Person’s household, including stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and adoptive relationships;

(iii)

any persons to whom the Covered Person provides primary financial support and either (A) whose financial affairs the Covered Person controls or (B) for whom the Covered Person provides discretionary advisory services; and

(iv)

any partnership, corporation or other entity of which the Covered Person has a 25% or greater interest or exercises effective control.

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

(n)

“ Purchase ” or “ sale ” of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security .

(o)

A Covered Security is “ Under Active Consideration ” for purchase or sale when it is subject to active analytical review in anticipation of developing or refining an investment opinion or it may be a candidate to be purchased or sold, in each case of the foregoing, at the current market price (or at a price within 5% of the market price as determined by the Trading Department ) on behalf of a Client .

3. Objectives of the Code

(a)

The Code is designed to ensure that the personal securities transactions of Covered Persons are conducted in accordance with the following standards:

(i)

A duty at all times to place first the interests of Clients ;

(ii)

The requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s responsibility and position of trust;

(iii)

The fundamental standard that Covered Persons not take inappropriate advantage of their positions; and

(iv)

The fundamental standard that all Covered Persons must comply with the federal securities laws.

(b)

Prohibited Conduct. Even if a transaction is otherwise permitted by the Code, all Covered Persons are prohibited from:

(i)

acting in any manner to defraud any Client ;

(ii)

making to any Client , to the Trading Department or to the Designated Supervisory Person any untrue statement of a material fact or omitting to state to such person a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(iii)

engaging in any act, practice or course of business which does or could defraud or deceive any Client ;

(iv)

engaging in any manipulative practice with respect to any Client ; or

(v)

revealing to any other person (except in the normal course of his or her duties on behalf of a Client ) any information regarding securities transactions by any Client or the consideration by any Client or the Adviser of any such securities transactions.

4. Personal Trading and Other Restrictions and Procedures

(a)

Transactions in Covered Securities must be effected in accordance with the following provisions:

(i)

Preclearance of Personal Securities Transactions .

(A)

Unless exempt pursuant to Section 5 below, ALL personal transactions of a Covered Person in Covered Securities (including those that are available through an IPO or Limited Offering ) must be pre-cleared. A member of the Trading Department (assuming that he has no personal interest in the subject transaction, if so, then the Designated Supervisory Person or any qualified and properly registered trader) may approve the transaction if he concludes that the transaction is not likely to have any adverse economic impact on a Client . A preclearance request is made by completing the “Preclearance Request,” a copy of which is attached as Exhibit B, or by e-mailing the request to the Trading Department ( Trading@ruanecunniff.com ) .

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 .

(B)

A preclearance request will not be approved if there is a “pending buy or sell order” for the Covered Security for any Client or if the Covered Security is Under Active Consideration for purchase or sale on behalf of a Client . A “pending buy or sell order” means an order specifying that it must be executed at the “market price” or at a price within 5% of the market price at the time of the request.

(C)

A Covered Person submitting a preclearance request by e-mail shall be notified by e-mail if the request is rejected. The email shall include an explanation for the rejection of the request.

(ii)

Commingling of Covered Person Trades with Client Trades. Orders for Clients and Covered Persons for Covered Securities may not be commingled unless disclosure has been provided to the Client, or the Trading Department has determined that commingling would not disadvantage any Client.

(iii)

Board Service . Covered Persons who serve on the board of a publicly traded company or who have a material business relationship involving the issuer of a Covered Security Under Active Consideration must (in addition to complying with the requirements of Section 4(c) below) disclose such board service or business relationship to the Trading Department before recommending the purchase or sale of an affected Covered Security .

(b)

Personal transactions involving shares of the Fund are subject to the preclearance requirements in Section 4(a)(i) of the Code.

(c)

Outside Business Activities (Including Service as an Officer or Director of a Company). Any outside business activity of a Covered Person , including service as an officer of any company or director (or similar position) on the board of any company or as a member of a creditors committee of any company, must be approved by the Designated Supervisory Person . An Approval Form for Outside Business Activities is attached as Exhibit C .

5. Exempted Transactions

(a)

Except with respect to transactions involving securities offered in an IPO or Limited Offering , the requirements of Section 4(a)(i) of the Code do not apply to:

(i)

transactions in Covered Securities over which the Covered Person has no influence or control (e.g., transactions effected for a blind trust in which the Covered Person is a beneficiary, but over which the Covered Person has no influence or control) or that are effected pursuant to an automatic reinvestment plan, such as a dividend reinvestment plan;

(ii)

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

(iii)

purchases or sales of securities issued by local governmental subdivisions such as cities, towns, villages, counties or special districts , as well as securities issued by states and political subdivisions or agencies of states (commonly referred to as “municipal securities”).

(b)

Shareholders of the Adviser and Members of the Distributor . A shareholder of the Adviser or a member of the Distributor who is not an employee, officer or director of the Adviser or a member, officer or manager of the Distributor, shall not be subject to the provisions of this Code unless the shareholder owns 25% or more of the outstanding voting securities of the Adviser or the Distributor, as appropriate.

6. Reporting

(a)

Personal Accounts to be maintained at Clearing Broker of Ruane, Cunniff & Goldfarb LLC . Personal Accounts should be maintained at the clearing broker of Ruane, Cunniff & Goldfarb LLC (“Clearing Broker”). Clearing Broker will provide monthly reports to the Adviser regarding Covered Person trading. Each Covered Person who maintains a Personal Account at a broker other than Clearing Broker must receive approval for such account from the Designated Supervisory Person and must direct the broker to submit to the Designated Supervisory Person a duplicate copy of the confirmation of each personal transaction in Covered Securities in such Personal Account and a copy of the Covered Person’s monthly or quarterly statements for the account. All such statements must be received by the Adviser, the Distributor or the Fund, as applicable, within 30 days after the close of the month or quarter covered by such statement and must contain (i) the date of any transaction, the title, and as applicable, the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved, (ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), and (iii) the price of the Covered Security at which the transaction was effected.

(b)

Statement of Security Ownership . Covered Persons must, within ten (10) days of commencement of employment with the Adviser, the Distributor or the Fund, and annually thereafter, submit a statement or other equivalent report to the Designated Supervisory Person listing (i) the title and type, as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of Covered Securities in which the Covered Person has any Beneficial Ownership , (ii) business activities in which the Covered Person has a significant role (including any service as an officer or director of a private or publicly traded company) and (iii) the names of the brokerage firms or banks where the Covered Person maintains a securities account and the date the account was established. The statement must be current as of a date no more than 30 days before the statement is submitted. Statements under this Section shall carry the date when submitted to the Designated Supervisory Person . Each Covered Person must submit initial and annual statements or equivalent reports even if the Covered Person has no holdings to list in the statements or reports.

(c)

Annual Certification of Code . Each Covered Person must certify annually that he or she has read and understands the Code and the Insider Trading Policy, recognizes that he or she is subject thereto and has complied with their provisions and disclosed holdings and reported all personal securities transactions required to be disclosed or reported thereunder even if the Covered Person had no holdings to disclose or transactions to report during the period. A form of certification is attached as Exhibit A . Such certificates and reports are to be given to the Designated Supervisory Person .

(d)

Confidentiality of Reports . All reports furnished pursuant to this Section will be kept confidential, subject to the rights of inspection by the Designated Supervisory Person , the Securities and Exchange Commission, FINRA or other regulatory bodies and by other third parties pursuant to applicable law.

(e)

Acknowledgement of Receipt . The Designated Supervisory Person is responsible for providing each Covered Person with a copy of this Code and any amendments thereto. Each Covered Person is responsible for providing the Designated Supervisory Person with a written acknowledgement of receipt of the Code and any amendments thereto. The Designated Supervisory Person is responsible for ensuring that all such written acknowledgements are received.

POLICIES FOR PREVENTING AND DETECTING INSIDER TRADING

SECTION I. Insider Trading Policy

A. Introduction

Each of Ruane, Cunniff & Goldfarb L.P., Conifer Management, LLC, Wishbone Management, LP, and Ruane, Cunniff & Goldfarb LLC (each, a “Firm”) 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.

Each Firm views 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, partners, members and employees of the Firm including family members, and extends to activities within and outside their duties at the Firm.

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 Firm forbids 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 Firm’s 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:

trading by an insider, while in possession of material nonpublic information, or

trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated and the non-insider knew that the insider disclosed confidential information in exchange for a personal benefit, and

communicating material, nonpublic information to others under certain circumstances.

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 (and any personnel of such company serving in similar functions). 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.

E. What is Material Information?

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, members, partners 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.

F. What is Nonpublic Information?

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 Bloomberg, Dow Jones, Reuters Economic Services , The Wall Street Journal or other publications of general circulation would be considered public. Issuer communications made through social media channels (e.g., Facebook or Twitter) may be considered effectively disseminated provided that the issuer has given advance notice to investors that it may use such channels to disseminate information.

Contacts with Public Companies, Use of Expert Networks and Other Circumstances.

(a) For each Firm, contacts with public companies represent an important part of our research efforts and other services. For example, an 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 Firm, 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) An 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:

•

participation in industry meetings;

•

interaction with third-party service providers such as legal, banking, brokerage, administrative and printing firms;

•

family or personal relationships with insiders or others in the financial services industry;

•

participation on creditor committees;

•

brokerage relationships providing invitations and access to “PIPE” transactions;

•

the ownership of debt and equity securities of the same issuer;

•

interaction with clients (including private fund investors) who are corporate insiders;

•

interaction with employees of sell-side broker-dealers and independent research providers; or

•

interaction with other persons in the financial services industry.

H. Tender Offers.

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 Firm 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.

I. Bases for Liability

Fiduciary Duty Theory

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 confidential information came from an insider who has violated his fiduciary duty to the company’s shareholders and the non-insider knew that the insider disclosed confidential information in exchange for a personal benefit. ¹

¹ In Salman v. U.S. No. 15-628 (2016), the United States Supreme Court held that a gift of material nonpublic information to a family member constitutes a personal benefit.

ii. Misappropriation Theory

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.

J. Penalties for Insider Trading

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. Civil penalties include:

–

civil injunctions

–

treble damages

–

disgorgement of profits

–

fines for the person who committed the violation of up to three time the profit gains or loss avoided, whether or not the person actually benefited, and

–

fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gains or loss avoided, if the employer either fails to maintain compliance procedures or fails to take appropriate steps to prevent the likely commission of acts constituting a violation; and

–

prohibition (which may be permanent) from any business or venture which relates directly or indirectly to securities, including investment management.

Criminal penalties include:

–

up to 20 years in prison and/or fines of up to $5 million for each violation for individuals; and

–

fines of up to $25 million for corporate entities.

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

SECTION II. PROCEDURES TO IMPLEMENT THE POLICY OF THE FIRM

The following procedures have been established to aid the officers, directors, managers, partners, members and employees (i.e., supervised persons) of the Firm in avoiding insider trading, and to aid each Firm in preventing, detecting and imposing sanctions against insider trading. Every officer, director, manager and employee (i.e., supervised persons) of the Firs 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 the Firm performs services, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

ii.

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace on the Internet, by being published in Reuters , The Wall Street Journal or other publications of general circulation?

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:

Report the matter immediately to the Designated Supervisory Person.

ii.

Do not purchase or sell the securities on behalf of yourself or others, including accounts managed by the Adviser or for whom the Firm performs services.

iii.

Do not communicate the information inside or outside the Firm, other than to the Designated Supervisory Person.

iv.

After the Designated Supervisory Person has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

B. Personal Securities Trading.

Each Firm has 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, partners, members and employees of each Firm 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 Firm’s officers’, directors’, managers’, partners’, members’ 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, partners, members and employees of the Firm 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 Firm 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 the Firm, except as provided in paragraph A 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 A, 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 .

SECTION III. SUPERVISORY PROCEDURES

The roles of the Head of Trading and the Designated Supervisory Person are critical to the implementation and maintenance of the Firm’s 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 Firm should:

distribute and review the Firm’s policy and procedures with new employees and periodically review them with existing directors, managers, officers and employees

ii.

answer questions regarding the Firm’s policy and procedures

iii.

resolve issues of whether information received by an officer, director, manager or employee of a Firm is material and nonpublic

iv.

review on a regular basis and update as necessary the Firm’s policy and procedures

when it has been determined that an officer, director, manager or employee of a Firm has material, nonpublic information

implement measures to prevent dissemination of such information, and

if necessary, restrict officer, directors, managers and employees from trading the securities.

vi.

promptly review and either approve or disapprove, in writing, each request of an officer, director, manager or employee for clearance to trade in specified securities.

B. Detection of Insider Trading

To detect insider trading, the Designated Supervisory Person should:

Monitor trading activities of each Firm’s own account, if any, on a daily basis in addition to review of trade confirmations and monthly customer statements provided by any FINRA Member broker-dealer with whom that Firm may establish an account (transactions in that Firm’s account).

ii.

Monitor trading activities of a Firm’s employees through review of duplicates of confirmations and account statements provided by any FINRA Member broker-dealer with whom the employee has an account (each Firm recommends that all employees maintain their Personal Accounts, as defined in Section 2 of the Code, at Clearing Broker but if, with the permission of the Designated Supervisory Person, a Personal Account is maintained at a brokerage firm other than the Clearing Broker, a duplicate of all brokerage confirmations and monthly statements should be sent to the Designated Supervisory Person).

iii.

Coordinate the review of such reports with other appropriate officers, directors, managers, partners, members or employees of the appropriate Firm.

iv.

Promptly investigate all reports of any possible violations of the Firm’s Policy and Statement.

C. Special Reports

Promptly, upon learning of a potential violation of the 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:

the name of particular securities involved, if any,

the date(s) the Designated Supervisory Person learned of the potential violation and began investigating,

ii.

the accounts and individuals involved,

iii.

actions taken as a result of the investigation, if any, and

iv.

recommendations for further action.

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 or Managers of the Adviser, or the Board of Managers of the Distributor setting forth some or all of the following:

a summary of existing procedures to detect and prevent insider trading,

ii.

a summary of changes in procedures made in the last year,

iii.

full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation,

iv.

an evaluation of the current procedures and a description of anticipated changes in procedures, and

a description of each Firm’s continuing educational program regarding insider trading, including the dates of such programs since the last report to management.

E. Sanctions

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 .

F. Recordkeeping

(a)

The Designated Supervisory Person will keep the following records:

(i)

a copy of each Code that is in effect, or at any time within the past five years was in effect, maintained in an easily accessible place;

(ii)

a record of any violation of the Code and of any action taken as a result of the violation, maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

(iii)

a copy of each report made by Covered Persons maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place;

(iv)

a record of all persons currently or within the past five years, who are or were required to make reports or who are or were responsible for reviewing these reports, maintained in an easily accessible place; and

(v)

a copy of all preclearance requests (including those relating to investments in IPOs and limited offerings) and determinations related thereto.

(vi)

a copy of every report required by Section G(f) of this Code must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

G. Administration of the Code

(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, each Firm’s governing board will re-evaluate the current policies and procedures in place.

EXHIBIT A

Ruane, Cunniff & Goldfarb L.P.

Conifer Management, LLC

Wishbone Management, LP

Ruane, Cunniff & Goldfarb LLC

Sequoia Fund, Inc.

Acknowledgement/Certification Form

I certify that I have received a copy of 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. Additionally, I certify that I have not engaged in any “bad acts” as defined under FINRA Rule 506(d). I will immediately notify the Chief Compliance Officer if I do engage in any such activity.

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 Form U4: I certify that as a registered representative of Ruane, Cunniff & Goldfarb, LLC, the information in the Form U4 is accurate, and I will promptly notify the Chief Compliance Officer if any information changes or becomes inaccurate.]

[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 ____________, ____.]

Date:_________________	____________________________

	(Signature)

	____________________________

	(Print Name)

EXHIBIT A-1

Ruane, Cunniff & Goldfarb L.P.

Conifer Management, LLC

Wishbone Management, LP

Ruane, Cunniff & Goldfarb LLC

DISCLOSURE OF PERSONAL CONNECTIONS

Through this Form, the Adviser seeks to identify potential conflicts of interest that may arise as a consequence of the business and other relationships of Supervised Persons and their immediate family members and other close, personal relationships with those who have access or potential access to sensitive confidential information. Supervised Persons of the Adviser are required to disclose to the Chief Compliance Officer if, to the extent known, an immediate family member (or a close, personal contact as described below):

is employed by a brokerage firm, investment bank, investment adviser or other financial institution;

is employed by a competitor in a business unit that could reasonably be expected to benefit financially from information to which the employee has access;

serves as an officer, director, or partner of a public or private company, or otherwise routinely comes in contact with sensitive confidential information on public or private companies; or

is a beneficial owner of five percent or more of the outstanding shares or capital of a public or private company, respectively.

Disclosures should be made using this Form.

For the purposes of this policy:

" Beneficial Ownership " includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect financial interest other than the receipt of an advisory fee.

" Immediate family member " shall generally mean spouses (other than a legally separated or divorced spouse of the Supervised Person which the Supervised Person provides no financial support), domestic partners (of the same or opposite gender), siblings, parents, in-laws, children and any other person who is financially dependent on the Supervised Person, including those persons residing with the Supervised Person and those not residing with the Supervised Person.

By submitting the information below, you represent that you:

Have listed all of your known family and other relevant connections;

Have read and understand the Adviser’s policy on family connections and will abide by it; and

Agree to notify the Chief Compliance Officer as soon as possible if any information reported herein changes including, any plans by an immediate family member to join the board of a public company.

Any questions concerning this Form should be directed to the Chief Compliance Officer.

*******************************************

Name of immediate family member (or other contact):

Relationship to you:

Name of subject company (the “Company”):

Does the Company have public debt or equity securities?:

Nature of Company’s business:

Are you aware of any existing or potential connection between the Company and the Adviser?

¨ Yes ¨ No

If yes, please explain:

If you have more than one immediate family member or other contact to disclose, please use additional pages. If you do not have any family connections described above, please check the following box: ¨

Date:
		Signature

	Print Name:

EXHIBIT B

Request Date:

PRECLEARANCE REQUEST

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

___________________________________
(Please print name)

(Note Purchase or Sale) Security Number of Shares Broker/Firm

Please signify your approval by signing below.

Approved: ________________________


Trading Desk		Covered Person Signature

EXHIBIT C

Ruane, Cunniff & Goldfarb L.P.

Conifer Management, LLC

Wishbone Management, LP

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 member:

is employed by a brokerage firm, investment bank, investment adviser or other financial institution;

is employed by a competitor in a business unit that could reasonably be expected to benefit financially from information to which the employee has access;

serves as an officer, director, or partner of a public or private company, or otherwise routinely comes in contact with sensitive confidential information on public or private companies; or

or a beneficial owner of five percent or more of the outstanding shares or capital of a public or private company, respectively.

Description of outside business activities and information of family member’s 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 or any employment that could reasonably be expected to present a potential conflict with the Adviser’s business, please check the following box: ¨

Date:
				Signature

				Print Name:

Exhibit (other)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby revokes all prior powers granted by the undersigned to the extent inconsistent herewith and constitutes and appoints David M. Poppe, to act as attorney-in-fact and agent, with power of substitution and resubstitution, for the undersigned in any and all capacities, solely for the purpose of executing the Registration Statement, and any amendments thereto, on Form N-1A of Sequoia Fund, Inc. and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

	/s/ Melissa Crandall
	Melissa Crandall

Dated: April 10, 2018

TABLE OF CONTENTS

SEQUOIA FUND, INC. (the “Fund”)

Investment Objective

Fees and Expenses of the Fund

Example

Portfolio Turnover

Principal Investment Strategies

Principal Risks

Bar Chart and Performance Information

Investment Adviser

Portfolio Managers

Purchase and Sale of Fund Shares

Tax Information for the Fund

Payments to Broker-Dealers and Other Financial Intermediaries

MANAGEMENT OF THE FUND

Investment Adviser

Portfolio Managers and Investment Committee

Legal Proceedings

PURCHASE AND SALE OF SHARES

How the Fund Values Its Shares

How to Buy Shares

Limitations or Restrictions on Purchases of Fund Shares

Purchases By Mail

Purchases by Wire

Purchases Through the Internet

Additional Purchases by Telephone

Additional Purchases by the Automatic Investment Plan via ACH

Additional Purchase Information

Individual Retirement Accounts

How to Redeem Shares

By Mail

By Telephone or Through the Internet

Payment of Redemption Requests

Automatic Withdrawal Plan

Information about Online Account Information and Transactions

Frequent Purchases and Redemptions of Shares

Transactions Through Financial Services Organizations

Unclaimed Property

DIVIDENDS, DISTRIBUTIONS AND TAXES

GENERAL INFORMATION

FINANCIAL HIGHLIGHTS

Annual/Semi-Annual Reports to Shareholders

Statement of Additional Information (SAI)

PRIVACY NOTICE (This Notice is not part of the Prospectus)

SEQUOIA FUND, INC.
(the “Fund”)

PRIVACY NOTICE
(This Notice is not part of the Prospectus)