UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-01976
Sequoia Fund, Inc.
(Exact name of registrant as specified in charter)
45 Rockefeller Plaza, 34th Floor, New York, New York 10111
(Address of principal executive offices) (Zip code)
John B. Harris
Ruane Cunniff L.P.
45 Rockefeller Plaza, 34th Floor
New York, NY 10111
(Name and address of agent for service)
Registrant's telephone number, including area code:
(800) 686-6884
Date of fiscal year end:
December 31
Date of reporting period:
December 31, 2024
Item 1. Report to Shareholders.
(a) Report to Shareholders.
Sequoia Fund, Inc.
SEQUX
TSRFundLogo
Annual Shareholder Report | December 31, 2024
This annual shareholder report contains important information about Sequoia Fund, Inc. (the “Fund”) for the period of January 1, 2024 to December 31, 2024. You can find additional information about the Fund at www.sequoiafund.com/resources. You can also request this information by contacting us at 1-800-686-6884.
Fund Expenses
(Based on a hypothetical $10,000 investment)
Costs of a $10,000 investment Costs paid as a percentage of a $10,000 investment
Sequoia Fund, Inc. $110 1.00%
Management's Discussion of Fund Performance
SUMMARY OF RESULTS
The Fund returned 20.79% for the year ended December 31, 2024. Over the same period, the S&P 500 returned 25.02%. While we were pleased with another year of 20%+ returns by the Fund, we recognize that our return this year fell short of the broader market’s return. At the same time, we observe that the S&P 500 is extremely concentrated by historical standards and that its recent performance has been quite narrow. We remain committed to driving long-term outperformance by assembling a concentrated portfolio of exhaustively researched high-quality businesses purchased at prudent prices and held for the long term. At the fundamental level, our companies generally met or exceeded our expectations in 2024.
During 2024, we trimmed several existing investments due primarily to rising valuations. We also added selectively to a handful of other existing investments that we deemed oversold. We exited CarMax and Lumine during the year, and we made a new investment in ICON Plc.
The top five contributors to performance over the 12 months ended Dec 31, 2024 were Rolls Royce, Taiwan Semiconductor Manufacturing, SAP, Liberty Media Formula One, and Alphabet.
The top five detractors to performance over the 12 months ended Dec 31, 2024 were Eurofins Scientific, Elevance Health, Credit Acceptance, Ashtead Group, and Liberty Broadband.
Fund Performance
The following graph shows the performance of a hypothetical $10,000 investment in the Fund over the 10-year period ended December 31, 2024.
GROWTH OF $10,000
Fund Performance - Growth of 10K
Average Annual Total Return 1 Year 5 Years 10 Years
Fund 20.79% 10.67% 8.02%
S&P 500 Index 25.02% 14.51% 13.09%
The Fund’s past performance is not a good predictor of the Fund’s future performance.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Key Fund Statistics
Net assets $3,365,002,048
Total number of portfolio holdings 22
Total advisory fees paid, net $31,740,800
Portfolio turnover rate as of the end of the reporting period 7%
Fund Holdings (as of December 31, 2024)
The following table and graph show the investment makeup of the Fund as of December 31, 2024. Figures are expressed as percentages of the Fund’s net assets.
Top Ten Holdings
Rolls-Royce Holdings PLC 8.9%
Intercontinental Exchange, Inc. 7.8%
Liberty Media Corp.-Liberty Formula One 7.6%
Constellation Software, Inc. 7.6%
Alphabet, Inc. 6.5%
The Charles Schwab Corp. 5.6%
Universal Music Group NV 5.4%
UnitedHealth Group, Inc. 4.8%
Elevance Health, Inc. 4.6%
Eurofins Scientific SE 4.4%
Sector Allocation
Graphical Representation - Allocation 1 Chart
Material Fund Changes
There were no material changes to the Fund during the year ended December 31, 2024.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants during the reporting period.
Availability of Additional Information
You can find additional information about the Fund, such as the prospectus, financial information, portfolio holdings and proxy voting information, at www.sequoiafund.com/resources. You can also request this information by contacting us at 1-800-686-6884.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communications to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-800-686-6884 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
TSR - QR Logo Sequoia
For additional information, please scan the QR code at left to navigate to additional hosted material at www.sequoiafund.com/resources.

(b)

Not applicable.

 

Item 2.

Code of Ethics.

 

(a)

The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. A copy of this code of ethics is attached as an exhibit to this Form N-CSR and also made available on the registrant’s website at www.sequoiafund.com.

 

(c)

There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition.

 

(d)

The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

 

(e)

Not applicable.

 

(f)

A copy of the Code of Ethics is filed as an Exhibit.

 

Item 3.

Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that the registrant does not have an audit committee financial expert serving on its audit committee. The registrant’s Board of Directors has determined that, based on the background and extensive experience of each of the members of the audit committee in the financial services industry, a designated audit committee financial expert is unnecessary. The members of the audit committee are well-known and respected members of the investment management industry and the registrant is satisfied that their collective knowledge and experience is sufficient for them to perform their duties as audit committee members.

 

Item 4.

Principal Accountant Fees and Services.

Audit Fees

 

  (a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $86,795 for 2023 and $88,850 for 2024.

Audit-Related Fees

 

  (b)

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2023 and $0 for 2024.

Tax Fees

 

  (c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $8,710 for 2023 and $8,550 for 2024.

All Other Fees

 

  (d)

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2023 and $0 for 2024.

 

  (e)(1)

The registrant’s audit committee has the responsibility to pre-approve all audit and non-audit services provided to the registrant by its independent auditor in advance at regularly scheduled audit committee meetings. The registrant’s audit committee also has the responsibility to pre-approve all non-audit services provided by the registrant’s independent auditor to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant, in advance at regularly scheduled audit committee meetings.

 

  (e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) None

(c) None

(d) None

 

  (f)

Not Applicable.

 

  (g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $49,210 for 2023 and $23,550 for 2024.

 

  (h)

Not applicable.

 

  (i)

Not applicable.

  (j)

Not applicable.

 

Item 5.

Audit Committee of Listed Registrants.

Not applicable.

 

Item 6.

Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the financial statements filed under Item 7(a) of this form.

 

(b)

Not applicable.

 

Item 7.

Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

(a)

The annual Financial Statements are attached herewith.

 

(b)

The Financial Highlights are included with the Financial Statements under Item 7(a).

ANNUAL
FINANCIAL STATEMENTS
AND OTHER INFORMATION
N-CSR Items 7-12
December 31, 2024
Sequoia Fund
December 31, 2024   
Table of Contents
Sequoia Fund
December 31, 2024   
Schedule of Investments
December 31, 2024
(Percentages are of the Fund's Net Assets)
Common Stocks (96.2%)
Shares   Value
(Note 1)
  Aerospace & Defense (8.8%)  
41,891,727 Rolls-Royce Holdings PLC (United Kingdom)(a) $298,198,023
  Application Software (11.8%)  
83,113 Constellation Software, Inc. (Canada) 257,003,586
575,172 SAP SE (Germany) 140,785,630
    397,789,216
  Cable & Satellite (4.2%)  
146,487 Charter Communications, Inc. - Class A(a) 50,211,349
340,760 Liberty Broadband Corp. - Class A(a) 25,338,913
875,797 Liberty Broadband Corp. - Class C(a) 65,474,584
    141,024,846
  Consumer Finance (8.1%)  
828,064 Capital One Financial Corp. 147,660,372
263,328 Credit Acceptance Corp.(a) 123,621,963
    271,282,335
  Financial Exchanges & Data (7.8%)  
1,757,109 Intercontinental Exchange, Inc. 261,826,812
  Interactive Media & Services (10.0%)  
1,155,584 Alphabet, Inc. - Class A 218,752,051
199,675 Meta Platforms, Inc. - Class A 116,911,710
    335,663,761
  Investment Banking & Brokerage (5.6%)  
2,532,139 The Charles Schwab Corp. 187,403,607
  Life Sciences Tools & Services (7.5%)  
2,926,063 Eurofins Scientific SE (Luxembourg) 149,456,754
494,675 ICON PLC (Ireland)(a) 103,738,294
    253,195,048
  Managed Health Care (9.4%)  
418,967 Elevance Health, Inc. 154,556,926
317,276 UnitedHealth Group, Inc. 160,497,238
    315,054,164
  Movies & Entertainment (13.1%)  
42,268 Liberty Media Corp.-Liberty Formula One - Class A(a) 3,552,203
2,743,813 Liberty Media Corp.-Liberty Formula One - Class C(a) 254,241,712
7,137,909 Universal Music Group NV (Netherlands) 182,774,811
    440,568,726
  Multi-Sector Holdings (1.0%)  
78,394 Berkshire Hathaway, Inc. - Class B(a) 35,534,432
  Research & Consulting Services (2.1%)  
991,858 Amentum Holdings, Inc.(a) 20,858,774
373,479 Jacobs Solutions, Inc. 49,904,264
    70,763,038
  Semiconductors (4.1%)  
696,985 Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR (Taiwan) 137,647,568
The accompanying notes form an integral part of these Financial Statements.
1
Table of Contents
Sequoia Fund
December 31, 2024   
Schedule of Investments (Continued)
December 31, 2024
Shares   Value
(Note 1)
  Trading Companies & Distributors (2.7%)  
1,489,275 Ashtead Group PLC (United Kingdom) $92,568,621
  Total Common Stocks (Cost $1,549,322,801) 3,238,520,197
Units    
  Warrants (0.0%)  
99,398 Constellation Software, Inc., expiring 03/31/40 (Canada)(a) 0
  (cost $0)  
  Total Investments (96.2%)
(Cost $1,549,322,801)(b) 		3,238,520,197
  Other Assets Less Liabilities (3.8%) 126,481,851
  Net Assets (100.0%) $3,365,002,048
(a) Non-income producing security.
(b) The cost for federal income tax purposes is $1,599,743,945. The difference between book cost and tax cost is attributable to financial and tax accounting differences on a corporate spin-off.
Abbreviation:
SP ADR Sponsored American Depository Receipt
Generally accepted accounting principles establish a disclosure hierarchy that categorizes the inputs to valuation techniques used to value the investments at measurement date. These inputs are summarized in the three levels listed below:
Level 1 −  unadjusted quoted prices in active markets for identical securities.
Level 2 −  other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds and credit risk).
Level 3 −  unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers between levels are recognized at the end of the reporting period. For the year ended December 31, 2024, there were no transfers in or out of Level 3 and there were no Level 3 securities held by the Fund.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of December 31, 2024:
  Level 1   Level 2   Level 3   Total
Common Stocks $3,238,520,197   $—   $—   $3,238,520,197
Warrants —   0   —   0
Total Investments $3,238,520,197   $0   $—   $3,238,520,197
The accompanying notes form an integral part of these Financial Statements.
2
Table of Contents
Sequoia Fund
December 31, 2024   
Statement of Assets and Liabilities
December 31, 2024
Assets  
Investments in securities, at value (cost $1,549,322,801)(Note 1) $3,238,520,197
Cash on deposit 129,941,371
Receivable for capital stock sold 138,594
Dividends receivable 895,766
Other assets 269,752
Total assets 3,369,765,680
Liabilities  
Payable for capital stock repurchased 1,772,309
Accrued investment advisory fee 2,744,476
Accrued professional fees 96,816
Accrued transfer agent fees 71,456
Accrued custodian fees 20,833
Accrued independent Directors fees and expenses 10,000
Accrued other expenses 47,742
Total liabilities 4,763,632
Net Assets $3,365,002,048
Net Assets Consist of  
Capital (par value and paid in surplus) $.10 par value capital stock,
100,000,000 shares authorized, 18,336,882 shares outstanding 		$1,569,927,850
Total distributable earnings (loss) 1,795,074,198
Net Assets $3,365,002,048
 
Net asset value per share $183.51
The accompanying notes form an integral part of these Financial Statements.
3
Table of Contents
Sequoia Fund
December 31, 2024   
Statement of Operations
Year Ended December 31, 2024
Investment Income  
Income  
Dividends, net of $1,057,184 foreign tax withheld $26,974,174
Total investment income 26,974,174
Expenses  
Investment advisory fee(Note 2) 34,596,994
Professional fees 462,198
Transfer agent fees 669,430
Independent Directors fees and expenses 1,055,474
Custodian fees 125,000
Other 1,395,689
Total expenses 38,304,785
Less expenses reimbursed by Investment Adviser(Note 2) 3,557,789
Net expenses 34,746,996
Net investment loss (7,772,822)
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions and Translations  
Realized gain (loss) on  
Investments(Note 3) 453,782,414
Class actions (Note 2) 399,380
Foreign currency transactions (288,954)
Net realized gain on investments and foreign currency transactions 453,892,840
Net change in unrealized appreciation/(depreciation) on  
Investments 204,938,551
Foreign currency translations (25,560)
Net increase in unrealized appreciation/(depreciation) on investments and foreign currency translations 204,912,991
Net realized and unrealized gain on investments, foreign currency transactions and translations 658,805,831
Net increase in net assets from operations $651,033,009
The accompanying notes form an integral part of these Financial Statements.
4
Table of Contents
Sequoia Fund
December 31, 2024   
Statements of Changes in Net Assets
  Year Ended
December 31,
  2024   2023
Increase (Decrease) in Net Assets      
From operations      
Net investment loss $(7,772,822)   $(3,568,261)
Net realized gain on investments and foreign currency transactions 453,892,840   228,566,326
Net increase in unrealized appreciation on investments and foreign currency translations 204,912,991   536,880,067
Net increase in net assets from operations 651,033,009   761,878,132
Distributions to shareholders from:      
Total distributable earnings (168,628,570)   —
Capital share transactions      
Shares sold 35,568,288   27,119,354
Shares issued to shareholders on reinvestment of net income and net realized gain distributions 134,261,544   —
Shares repurchased (528,891,163)   (534,598,997)
Net decrease from capital shares transactions (359,061,331)   (507,479,643)
Total increase in net assets 123,343,108   254,398,489
Net Assets      
Beginning of year 3,241,658,940   2,987,260,451
End of year $3,365,002,048   $3,241,658,940
 
Share transactions      
Shares sold 197,652   196,534
Shares issued to shareholders on reinvestment of net income and net realized gain distributions 728,337   —
Shares repurchased (2,922,191)   (3,815,030)
Net decrease from capital share transactions (1,996,202)   (3,618,496)
The accompanying notes form an integral part of these Financial Statements.
5
Table of Contents
Sequoia Fund
December 31, 2024   
Financial Highlights
  Year Ended December 31,
2024   2023   2022   2021   2020
Per Share Operating Performance (for a share outstanding throughout the year)                  
Net asset value, beginning of year $159.43   $124.72   $184.99   $169.62   $157.27
Income from investment operations                  
Net investment loss (0.43)   (0.18)   (0.66)   (0.13)   (0.95)
Net realized and unrealized gains (losses) on investments 33.62   34.89   (55.76)   42.92   36.20
Net increase (decrease) in net asset value from operations 33.19   34.71   (56.42)   42.79   35.25
Less distributions from                  
Net investment income (0.66)(a)   —   (0.02)(a)   (4.93)(a)   —
Net realized gains (8.45)   —   (3.83)   (22.49)   (22.90)
Total distributions (9.11)   —   (3.85)   (27.42)   (22.90)
Net asset value, end of year $183.51   $159.43   $124.72   $184.99   $169.62
 
Total Return 20.79%(b)   27.83%(b)   (30.52)%(b)   25.48%   23.33%
 
Ratios/Supplementary data                  
Net assets, end of year (in millions) $3,365   $3,242   $2,987   $4,899   $4,330
Ratio of expenses to average net assets                  
Before expenses reimbursed by Investment Adviser 1.11%   1.11%   1.09%   1.07%   1.09%(c)
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 (0.22)%   (0.12)%   (0.43)%   (0.27)%   (0.63)%
Portfolio turnover rate 7%   9%   16%   23%   28%
(a) The difference of net investment income/(loss) for financial and tax reporting is attributable to financial and tax accounting differences on corporate spin–offs. As a result, the Fund was required to make a distribution from net investment income for tax purposes.
(b) Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended December 31, 2024, 2023 and 2022 by 0.02%, 0.62% and 0.08%, respectively.
(c) Reflects reductions of 0.00% for expenses reimbursed by insurance company for the year ended December 31, 2020.
The accompanying notes form an integral part of these Financial Statements.
6
Table of Contents
Sequoia Fund
December 31, 2024   
Notes to Financial Statements
Note 1—  Significant Accounting Policies
Sequoia Fund, Inc. (the ‘‘Fund’’) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, open-end management investment company. The investment objective of the Fund is long-term growth of capital. The Fund follows investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. The following accounting policies conform to U.S. generally accepted accounting principles (”GAAP“). The Fund follows such policies in the preparation of its financial statements.
A. Valuation of investments: Investments for which market quotations are readily available are valued at market value, and other investments are valued at “fair value” as determined in accordance with procedures approved by the Fund’s Board of Directors (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Ruane Cunniff L.P. (the “Investment Adviser”) as valuation designee to perform fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.
  Securities traded on a national securities exchange are valued at the last reported sales price on the principal exchange on which the security is listed; securities traded in the NASDAQ Stock Market (”NASDAQ“) are valued in accordance with the NASDAQ Official Closing Price. Securities for which there is no sale or Official Closing Price are valued at the mean of the last reported bid and asked prices.
  Securities traded on a foreign exchange are valued at the closing price on the last business day of the period on the principal exchange on which the security is primarily traded. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the New York Stock Exchange on the date of valuation.
  U.S. Treasury Bills with remaining maturities of 60 days or less are valued at their amortized cost, provided that the amortized cost value is approximately the same as the fair value as determined without the use of amortized cost valuation. U.S. Treasury Bills that when purchased have a remaining maturity in excess of 60 days are valued on the basis of market quotations and estimates until the sixtieth day prior to maturity, at which point they are valued at amortized cost. Fixed-income securities, other than U.S. Treasury Bills, are valued at prices supplied by an independent pricing service.
  When reliable market quotations are insufficient or not readily available at the time of valuation or when the Investment Adviser determines that the prices or values available do not represent the fair value of a security, such security is valued at fair value as determined in good faith by the Investment Adviser, in accordance with procedures approved by the Board.
B. Foreign currency translations: Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of foreign securities are translated into U.S. dollars at the rates of exchange prevailing when such securities are acquired or sold. Income and expenses are translated into U.S. dollars at the rates of exchange prevailing when accrued. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized gains or losses on foreign currency transactions arise from the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized gains and losses on foreign currency transactions and translations arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
C. Investment transactions and investment income: Investment transactions are accounted for on the trade date and dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. Premiums and discounts on fixed income securities are amortized over the life of the respective security. The net realized gain or loss on security transactions is determined for accounting and tax purposes on the specific identification basis.
7
Table of Contents
Sequoia Fund
December 31, 2024   
Notes to Financial Statements (Continued)
D. Federal income taxes: The Fund’s policy is to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies, and it intends to distribute all of its taxable income to its stockholders. Therefore, no federal income tax provision is required.
E. Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
F. Dividends and distributions: Dividends and distributions are recorded by the Fund on the ex-dividend date.
G. Operating Segment Reporting:  In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard did not have a material impact to the financial statements.
Note 2— Investment Advisory Contract and Payments to Affiliates
The Investment Adviser provides the Fund with investment advice and administrative services pursuant to an investment advisory contract (the “Advisory Contract”) with the Fund.
Under the terms of the Advisory Contract, the Investment Adviser receives an investment advisory fee equal to 1.00% per annum of the Fund’s average daily net asset value. Under the Advisory Contract, the Investment 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 $30,000,000 of net assets, plus 1.00% of the average daily net asset value in excess of $30,000,000. The expenses incurred by the Fund exceeded the limitation for the year ended December 31, 2024 and the Investment Adviser reimbursed the Fund $2,856,194. Such reimbursement is not subject to recoupment by the Investment Adviser.
The Fund has contractually agreed to pay an asset-based fee to certain financial intermediaries for providing recordkeeping and other administrative services for sub-accounts maintained by the intermediaries. The Investment Adviser has contractually agreed to pay such fees on behalf of the Fund as long as the Advisory Contract remains in effect. Total fees paid by the Investment Adviser to the intermediaries on behalf of the Fund for the year ended December 31, 2024 were approximately $701,595, which is included in expenses reimbursed by the Investment Adviser in the Statement of Operations.
For the year ended December 31, 2024, advisory fees of $34,596,994 were earned by the Investment Adviser. Certain officers of the Fund are also officers of the Investment Adviser. There were no other amounts accrued or paid to interested persons, including officers and directors.
Note 3— Investment Transactions
The aggregate cost of purchases and the proceeds from the sales of securities, excluding short-term securities, for the year ended December 31, 2024 were $238,581,785 and $779,109,092, respectively. Included in proceeds of sales is $142,635,050 representing the value of securities distributed in payment of redemptions in-kind, resulting in realized gains of $118,588,668.
8
Table of Contents
Sequoia Fund
December 31, 2024   
Notes to Financial Statements (Continued)
Note 4— Federal Income Tax Information
Distributions to shareholders are determined in accordance with federal income tax regulations and may differ from those determined for financial statement purposes. To the extent these differences are permanent such amounts are reclassified within the capital accounts. During the year ended December 31, 2024, permanent differences due primarily to realized gains on redemptions in-kind not recognized for tax purposes, net operating loss and different book and tax treatment of corporate spin-offs, resulted in a net decrease in total distributable earnings (loss) of $118,795,071 with a corresponding increase in paid in capital of $118,795,071. These reclassifications had no effect on net assets.
At December 31, 2024 the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities for federal income tax purposes were $1,599,743,945, $1,731,527,660 and $92,751,408, respectively. The net unrealized depreciation on foreign currencies was $24,829.
  2024   2023
Distributions paid from      
Ordinary income $12,197,174   $—
Long-term capital gains 156,431,396   —
  $168,628,570   $—
Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
As of December 31, 2024 and 2023 the components of distributable earnings on a tax basis were as follows:
  2024   2023
Undistributed ordinary income $368,809   $—
Undistributed long-term gains 155,953,966   —
Capital loss carryforwards —   (15,911,168)
Unrealized appreciation 1,638,751,423   1,447,375,998
  $1,795,074,198   $1,431,464,830
During the year ended December 31, 2024, the Fund utilized $15,911,168 of capital loss carryforwards from prior years.
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the positions are ‘‘more likely than not’’ to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open years (tax years ended December 31, 2021 through December 31, 2024) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. 
Note 5—  Indemnification
The Fund’s officers, directors and agents are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss pursuant to these arrangements to be remote.
Note 6— Subsequent Events
Management, on behalf of the Fund, has evaluated the need for disclosures and/or adjustments to the financial statements from subsequent events. As a result of this evaluation, no subsequent events require disclosure and/or adjustment to the financial statements.
9
Table of Contents
Sequoia Fund
December 31, 2024   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Sequoia Fund, Inc.:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Sequoia Fund, Inc. (the Fund), including the schedule of investments, as of December 31, 2024, 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, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2024, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund's auditor since 2015.
New York, New York
February 24, 2025
10
Table of Contents
Sequoia Fund
December 31, 2024   
Other Information (Unaudited)
Changes in and Disagreements with Accountants
Not applicable.
Proxy Disclosures for Open-End Management Investment Companies
Not applicable.
Remuneration Paid to Directors, Officers, and Others
Disclosed as part of the Fund’s financial statements.
Approval of Advisory Contract (Unaudited)
At a meeting held on December 6, 2024, the Board of Directors of the Fund, including a majority of the independent Directors, evaluated and approved the renewal of the investment advisory contract between the Fund and the Investment Adviser (the “Advisory Contract”). In approving the renewal of the Advisory Contract, the Directors considered all information they deemed reasonably necessary to evaluate the terms of the Advisory Contract.
Nature, Extent and Quality of Services. The Directors considered information concerning the nature, extent and quality of the services provided to the Fund by the Investment Adviser under the Advisory Contract, as well as information regarding the portfolio managers, the Investment Adviser’s staffing and organizational matters and the compensation of the portfolio managers. Based on these and other factors concerning advisory services provided by the Investment Adviser, the Directors concluded that they were satisfied with the nature, extent and quality of services provided by the Investment Adviser to the Fund under the Advisory Contract.
Investment Performance. The Directors reviewed and considered information showing the Fund’s performance under the Investment Adviser’s management, which included comparing the performance of the Fund and that of the S&P 500 Index for the 1-year, 3-year, 5-year, 10-year, and since inception periods ended September 30, 2024. They also reviewed the Fund’s top five holdings. The Directors also reviewed information comparing the Fund’s annualized performance to the annualized performance of peer-group funds for the 1-year, 3-year, 5-year, 10-year, 20-year and since inception periods ended September 30, 2024, and for the period from June 30, 2016 through September 30, 2024, reflecting the Fund’s performance under the management of the Investment Committee. The Directors considered that the peer-group funds’ performance information was compiled by the Investment Adviser from publicly-available information, and discussed how the performance of the Fund compared to that of the S&P 500 Index. The Directors also considered the Fund’s performance in light of the performance of the Investment Adviser’s other advisory clients managed by the Fund’s portfolio managers for the 1-year, 3-year and 5-year periods ended September 30, 2024.
Fees. The Directors considered the fee paid by the Fund to the Investment Adviser under the Advisory Contract and the Fund’s net expense ratio. They reviewed information comparing the Fund’s advisory fee and expense ratio to the advisory fees charged to, and the expense ratios of, the peer-group funds. They considered the Fund’s net expense ratio of 1.00% (after waiver/expense reimbursements), as well as the Investment Adviser’s obligation under the Advisory Contract to reimburse the Fund for the excess, if any, in any year of the Fund’s operating expenses over 1½% of the Fund’s average daily net asset values up to a maximum of $30 million, plus 1% of the Fund’s average daily net asset values in excess of $30 million and the amount reimbursed by the Investment Adviser for the most recent year end. They noted that the net fee rate received by the Investment Adviser was 0.89%. They considered information regarding the Investment Adviser’s views on the peer-group funds’ advisory fee structures and how those structures differ from the Fund’s advisory fee structure, as well as information concerning the fees charged by the Investment Adviser to its other advisory clients. Based on these and other factors, the Directors determined that the advisory fee charged by the Investment Adviser to the Fund under the Advisory Contract was reasonable in light of the services provided by the Investment Adviser and the fees charged by other investment advisers to similar funds.
11
Table of Contents
Sequoia Fund
December 31, 2024   
Other Information (Unaudited) (Continued)
Profitability and Other Benefits to the Investment Adviser. The Directors considered information highlighting the profitability of the Fund to the Investment Adviser and other benefits to the Investment Adviser, such as soft dollar arrangements, as a result of its relationship with the Fund. Based on these factors, the Directors concluded that the Investment Adviser’s profitability would not prevent them from approving the renewal of the Advisory Contract.
Economies of Scale. The Directors considered whether the Fund’s existing advisory fee might require adjustment in light of any economies of scale realized by the Investment Adviser and determined that no such adjustment was necessary.
In light of information presented to them, the Directors concluded that the renewal of the Advisory Contract and retention of the Investment Adviser under the terms of the Advisory Contract (including at the advisory fee rate set forth therein) were in the best interests of the Fund and its stockholders. This conclusion was not based on any single factor, but on an evaluation of the totality of factors and information reviewed the Directors.
Based upon such conclusions, the Directors, including a majority of the independent Directors, approved the renewal of the Advisory Contract.
12
Table of Contents
Sequoia Fund
December 31, 2024   
Sequoia Fund, Inc.
45 Rockefeller Plaza, 34th Floor
New York, New York 10111
1-800-686-6884
Website: www.sequoiafund.com
Interested Directors
John B. Harris
Jennifer Rusk Talia
Independent Directors
Melissa Crandall, Chairperson of the Board
Peter Atkins
Edward Lazarus
Roger Lowenstein
Katharine Weymouth
Officers  
John B. Harris — President & CEO
Jennifer Rusk Talia — Executive Vice President
Patrick Dennis — Treasurer
Yau Dun Lee — Chief Compliance Officer & Secretary
Michael Valenti — Assistant Secretary
Investment Adviser
Ruane Cunniff L.P.
45 Rockefeller Plaza, 34th Floor
New York, New York 10111
Distributor
Foreside Financial Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
Custodian
The Bank of New York Mellon
MF Custody Administration Department
240 Greenwich Street,
New York, New York 10286
Registrar and Transfer Agent
SS&C GIDS, Inc.
P.O. Box 219477
Kansas City, Missouri 64121
Accounting Agent
The Bank of New York Mellon
118 Flanders Road
Westborough, Massachusetts 01581
Legal Counsel
Seward & Kissel LLP
901 K Street, NW
Washington, DC 20001
Table of Contents
45 Rockefeller Plaza, 34th Floor
New York, NY 10111
(212) 832-5280
info@ruanecunniff.com
For additional information about Ruane Cunniff L.P. and Sequoia Fund,
please visit www.ruanecunniff.com and www.sequoiafund.com.

Item 8.

Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

 

Item 9.

Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

 

Item 10.

Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

This information is disclosed as part of the financial statements filed under Item 7 of this form.

 

Item 11.

Statement Regarding Basis for Approval of Investment Advisory Contract.

This information is disclosed as part of the financial statements filed under Item 7 of this form.

Item 12.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

 

Item 13.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

 

Item 14.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

 

Item 15.

Submission of Matters to a Vote of Security Holders.

Not applicable.

 

Item 16.

Controls and Procedures.

 

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act)) are effective, as of a date within 90 days of the filing date of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 17.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

 

Item 18.

Recovery of Erroneously Awarded Compensation.

 

(a)

Not applicable.

 

(b)

Not applicable.

Item 19.

Exhibits.

 

(a)(1)

Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

 

(a)(2)

Not applicable.

 

(a)(3)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(4)

Not applicable.

 

(a)(5)

Not applicable.

 

(b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Sequoia Fund, Inc.
By (Signature and Title)*   

/s/ John B. Harris

  John B. Harris, President and CEO
  (principal executive officer)
Date March 4, 2025 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*   

/s/ John B. Harris

  John B. Harris, President and CEO
  (principal executive officer)
Date March 4, 2025 
By (Signature and Title)*  

/s/ Patrick Dennis

  Patrick Dennis, Treasurer
  (principal financial officer)
Date March 4, 2025

 

* 

Print the name and title of each signing officer under his or her signature.

EX-99.CODE ETH

Appendix D

SEQUOIA FUND, INC.

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

SENIOR FINANCIAL OFFICERS

Covered Officers/Purpose of the Code

This code of ethics (the “Code”) for Sequoia Fund, Inc. (the “Fund”) applies to the Fund’s Principal Executive Officer, Principal Financial Officer and any other officer serving similar functions (the “Covered Officers,” each of whom is set forth in Exhibit A) for the purpose of promoting:

 

  •  

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

  •  

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the U.S. Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

 

  •  

compliance with applicable laws and governmental rules and regulations;

 

  •  

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

  •  

accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940 (“Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. The Fund’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

 

D-1

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Fund’s Board of Directors (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

*      *      *      *

each Covered Officer must:

 

  •  

not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

 

  •  

not cause the Fund to take action, or to fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund;

 

  •  

not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

 

  •  

report at least annually any ownership interest in the Fund or its adviser.

There are some conflict of interest situations that should always be discussed with the Compliance Officer, if material. Examples of these include:

 

  •  

service as a director on the board of any public or private company;

 

  •  

the receipt of any gifts other than ones of de minimis value;

 

  •  

the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business- related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

  •  

any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than its investment adviser, principal underwriter, if any, administrator or any affiliated person thereof;

 

D-2

  •  

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

Disclosure and Compliance

 

  •  

Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund.

 

  •  

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s directors and auditors, and to governmental regulators and self-regulatory organizations.

 

  •  

Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund.

 

  •  

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

Reporting and Accountability

Each Covered Officer must:

 

  •  

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;

 

  •  

annually thereafter affirm to the Board that he has complied with the requirements of the Code;

 

  •  

not retaliate against any other Covered Officer or any employee of the Fund or its affiliated persons for reports of potential violations that are made in good faith; and

 

  •  

notify the Compliance Officer promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

D-3

The Compliance Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.1 However, any approvals or waivers2 sought by the Principal Executive Officer will be considered by the Board.

The Fund will follow these procedures in investigating and enforcing this Code:

 

  •  

The Compliance Officer will take all appropriate action to investigate any potential violations reported to him;

 

  •  

if, after such investigation, the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action;

 

  •  

any matter that the Compliance Officer believes is a violation will be reported to the Board;

 

  •  

if the Board concurs that a violation has occurred, it will consider appropriate action, which may include: (i) review of, and appropriate modifications to, applicable policies and procedures; (ii) notification to appropriate personnel of the investment adviser or its board; or (iii) a recommendation to dismiss the Covered Officer;

 

  •  

the Board will be responsible for granting waivers, as appropriate; and

 

  •  

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. If other policies or procedures of the Fund, the Fund’s adviser or other service providers that govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code overlap or conflict with the provisions of this Code, the Compliance Officer will determine whether the provisions of this Code or such other policy or procedure will apply. The Fund’s and its investment adviser’s codes of ethics under Rule 17j-1 under the 1940 Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

 

1 

The Compliance Officer is authorized to consult, as appropriate, with the Board and counsel to the Fund, and is encouraged to do so.

2 

Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant.

 

D-4

Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund and its adviser.

Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

Adopted: March 8, 2010

Exhibit A Amended: As of September 15, 2023

 

D-5

Exhibit A

Persons Covered by this Code of Ethics:

 

John B. Harris    President (Principal Executive Officer)
Patrick Dennis    Treasurer (Principal Financial Officer)
Jennifer Rusk Talia    Executive Vice President
Yau Dun Lee    Chief Compliance Officer / Secretary
Michael Valenti    Assistant Secretary

 

D-6

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

I, John B. Harris, President and CEO of Sequoia Fund, Inc., certify that:

 

1.

I have reviewed this report on Form N-CSR of Sequoia Fund, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 4, 2025      

/s/ John B. Harris

      John B. Harris, President and CEO
      (principal executive officer)

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

I, Patrick Dennis, Treasurer of Sequoia Fund, Inc., certify that:

 

1.

I have reviewed this report on Form N-CSR of Sequoia Fund, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 4, 2025      

/s/ Patrick Dennis

      Patrick Dennis, Treasurer
      (principal financial officer)

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act

I, John B. Harris, President and CEO of Sequoia Fund, Inc. (the “Registrant”), certify that:

 

  1.

The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: March 4, 2025      

/s/ John B. Harris

      John B. Harris, President and CEO
      (principal executive officer)

I, Patrick Dennis, Treasurer of Sequoia Fund, Inc. (the “Registrant”), certify that:

 

  1.

The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: March 4, 2025      

/s/ Patrick Dennis

      Patrick Dennis, Treasurer
      (principal financial officer)