Sequoia Fund (SEQUX) N-CSR Certified annual shareholder report (management investment company)

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

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

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

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.

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   

Schedule of Investments	1
Statement of Assets and Liabilities	3
Statement of Operations	4
Statements of Changes in Net Assets	5
Financial Highlights	6
Notes to Financial Statements	7
Report of Independent Registered Public Accounting Firm	10
Other Information	11

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

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

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

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

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

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

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

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

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

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

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

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

Sequoia Fund

December 31, 2024   

Sequoia Fund, Inc.
45 Rockefeller Plaza, 34^th 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, 34^th 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

45 Rockefeller Plaza, 34^th 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.