<PAGE>
SEQUOIA FUND, INC.
ANNUAL REPORT
December 31, 1998
To the Shareholders of Sequoia Fund, Inc.
Dear Shareholder:
Sequoia Fund's results for the fourth quarter and full year 1998
are shown below with comparable results for the leading market
indexes:
Sequoia Dow Jones Standard &
Fund Industrials Poor's 500
------- ----------- ----------
Fourth Quarter 20.3% 17.6% 21.3%
Year 35.3% 18.1% 28.6%
1998, while volatile, proved to be another strong year for
Sequoia Fund. Sequoia's performance exceeded both our own
expectations at the beginning of the year and the growth in
intrinsic value of the companies we own. Sequoia has had a
remarkable and gratifying four-year run, with a compound annual
return of 35% since 1994. Once again, we feel compelled to
caution you that this rate of return is not sustainable. In
fact, in 1999 to date Sequoia is down by 5% while the S&P 500 is
up about 2% for the young year.
In our year-end 1997 letter, we said that the high rates of
return on both the S&P 500 Index and the Sequoia Fund in 1997
were attributable to "strong economic growth, high levels of
corporate profitability and lower interest rates, but the forces
of psychological momentum provided by profoundly optimistic
buyers were also important fuel." In 1998, while aggregate
corporate profit growth slowed dramatically, declining interest
rates again provided a boost to equity values, which were further
turbo-charged as the ranks of enthusiastic stock buyers continued
to grow.
While optimistic equity market valuations are visible in many
sectors, nowhere has this speculative froth reached more absurd
levels than in the case of the much discussed Internet-related
stocks. As an editorialist in The Economist recently noted,
"Whereas investors on Wall Street are merely exuberant, the
casino capitalists who spend seven or eight hours a day at their
PCs trading Internet shares appear to be stark, staring mad."
Chairman Greenspan has suggested that the activity of Internet
stock traders may best be compared to the purchase of lottery
tickets. These investors are willing to overpay wildly against
staggering odds in the hopes that they will hit the jackpot and
<PAGE>
find the next Microsoft or Intel. Incidentally, Microsoft and
Intel are hardly fledgling start-ups. They began their corporate
lives 24 and 31 years ago, respectively.
During 1998, we sold some Sequoia portfolio positions primarily
on the basis of valuation, including our long-time holdings in
Walt Disney and Johnson & Johnson. With these sales, we entered
1999 with just over 20% of the Fund's assets in cash. As always,
we remain humbly agnostic on the likely future course of the
market, but would rather hold cash than invest in equities with
valuations we believe are over-enthusiastic relative to
underlying fundamentals.
As of this writing, the Sequoia Fund is underperforming the S&P
500 in 1999 principally due to declines in the market values of
Progressive Corporation and Freddie Mac from their December 1998
levels. In a market characterized by high volatility,
Progressive stock provided investors with a particularly wild
ride in 1998 and year to date 1999. The company has historically
not provided quarterly earnings guidance to "the Street" and does
not manage its business for smooth quarter to quarter earnings
progression but rather for long-term growth, a practice we
applaud. The resulting earnings "surprises", both on the up and
the down sides, contribute to the volatility of Progressive's
stock price. In addition, in the second and fourth quarters of
1998, the sharp slowing in Progressive's premium growth rates
raised investor concerns that the intensifying competition in the
auto insurance industry may depress Progressive's growth and
margins. Competition is clearly intensifying in the industry
after a long string of years of unexpectedly benign cost trends
and resulting fat margins. We believe this is a predictable, if
perhaps less pleasant, stage of the insurance cycle. While it
wouldn't surprise us if Progressive's earnings growth is sluggish
for the next couple of years relative to its own aggressive
goals, we still have confidence in this unusual company's longer
term prospects.
While Freddie Mac posted outstanding results in 1998, its market
value has declined by about 10% in 1999. The recent backup in
interest rates has raised concerns that mortgage originations
will fall in 1999 from record 1998 levels. However, mortgage
spreads remain very attractive and Freddie Mac's earnings are
expected to show continued solid growth in 1999.
Savvy observers of our portfolio will note a decidedly Midwestern
flavor to our current holdings. The term Midwestern values has
always had a ring of soundness to us. We are thankful for the
great returns we have achieved from our East Coast
representatives Freddie Mac and Johnson & Johnson. We also made
spectacular returns on formerly New York-based Capital Cities/ABC
which went west to Hollywood to make more in the combination with
2
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Walt Disney. However, Cincinnati (Fifth Third), Cleveland
(Progressive), Milwaukee (Harley Davidson) and Omaha (Berkshire
Hathaway) are producing very attractive Midwestern financial
values and they comprise over one-half of your portfolio.
We continue to avoid investments in technology companies because
the business is outside our circle of competence. However, we
are mindful of the growing impact of technology on the
businesses in which we do invest. As the Internet and other
technological developments arm consumers with better, faster and
cheaper information, customer loyalty is becoming more difficult
to sustain. Those companies that aren't delivering demonstrable
value to customers will be increasingly at risk of losing them.
In the words of Warren Buffett, "It's only when the tide goes out
that you learn who's been swimming naked." We can't predict when
the tide will go out. However, the outstanding companies you own
in Sequoia have built sustainable competitive advantages that
give us confidence that when the tide does go out, Sequoia's
portfolio companies will be decently clothed.
Sincerely,
February 11, 1999
3
<PAGE>
SEQUOIA FUND, INC.
ILLUSTRATION OF AN ASSUMED INVESTMENT OF $ 10,000
With Income Dividends Reinvested and Capital Gains
Distributions Accepted in Shares
The table below covers the period from July 15, 1970 (the date
Fund shares were first offered to the public) to December 31,
1998. This period was one of widely fluctuating common stock
prices. The results shown should not be considered as a
representation of the dividend income or capital gain or loss
which may be realized from an investment made in the Fund today.
Value of Value of Value of Total
Initial Cumulative Cumulative Value
$10,000 Capital Reinvested of
PERIOD ENDED: Investment Distributions Dividends Shares
- ------------ ---------- ------------- ---------- ------
July 15, 1970 $ 10,000 $0 $0 $10,000
May 31, 1971 11,750 0 184 11,934
May 31, 1972 12,350 706 451 13,507
May 31, 1973 9,540 1,118 584 11,242
May 31, 1974 7,530 1,696 787 10,013
May 31, 1975 9,490 2,137 1,698 13,325
May 31, 1976 12,030 2,709 2,654 17,393
May 31, 1977 15,400 3,468 3,958 22,826
Dec. 31, 1977 18,420 4,617 5,020 28,057
Dec. 31, 1978 22,270 5,872 6,629 34,771
Dec. 31, 1979 24,300 6,481 8,180 38,961
Dec. 31, 1980 25,040 8,848 10,006 43,894
Dec. 31, 1981 27,170 13,140 13,019 53,329
Dec. 31, 1982 31,960 18,450 19,510 69,920
Dec. 31, 1983 37,110 24,919 26,986 89,015
Dec. 31, 1984 39,260 33,627 32,594 105,481
Dec. 31, 1985 44,010 49,611 41,354 134,975
Dec. 31, 1986 39,290 71,954 41,783 153,027
Dec. 31, 1987 38,430 76,911 49,020 164,361
Dec. 31, 1988 38,810 87,760 55,946 182,516
Dec. 31, 1989 46,860 112,979 73,614 233,453
Dec. 31, 1990 41,940 110,013 72,633 224,586
Dec. 31, 1991 53,310 160,835 100,281 314,426
Dec. 31, 1992 56,660 174,775 112,428 343,863
Dec. 31, 1993 54,840 213,397 112,682 380,919
Dec. 31, 1994 55,590 220,943 117,100 393,633
Dec. 31, 1995 78,130 311,266 167,129 556,525
Dec. 31, 1996 88,440 397,099 191,967 677,506
Dec. 31, 1997 125,630 570,917 273,653 970,200
Dec. 31, 1998 160,700 798,314 353,183 1,312,197
4
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The total amount capital gains distributions accepted in shares
was $274,724, the total amount of dividends reinvested was
$84,492.
No adjustment has been made for any taxes payable by shareholders
on capital gain distributions and dividends reinvested in shares.
5
<PAGE>
SEQUOIA FUND, INC.
Statement of Investments
December 31, 1998
COMMON STOCKS (79.66%)
Value
Shares Cost (Note 1)
- ------ ---- --------
BANK HOLDING COMPANIES (12.53%)
6,145,462 Fifth Third Bancorp $ 91,846,680 $ 438,248,259
333,800 Mercantile Bankshares
Corporation 3,439,242 12,851,300
1,181,800 National Commerce Bancorp 7,329,000 22,232,613
4,272,300 U. S. Bancorp 53,895,274 151,666,650
-------------- --------------
156,510,196 624,998,822
-------------- --------------
CONSUMER PRODUCTS (.08%)
335,500 Sturm, Ruger & Company, Inc. 359,850 4,005,031
-------------- --------------
DIVERSIFIED COMPANIES (29.19%)
20,807 Berkshire Hathaway Inc.
Class A* 164,569,540 1,456,490,000
-------------- --------------
INSURANCE (14.77%)
4,352,500 Progressive Corporation-Ohio+ 148,581,862 737,204,688
-------------- --------------
MANUFACTURING - MOTORCYCLES (4.68%)
4,927,400 Harley Davidson, Inc. 66,047,062 233,435,575
-------------- --------------
PERSONAL CREDIT (1.45%)
1,820,300 Household International Inc. 22,866,842 72,129,387
-------------- --------------
SERVICES (16.83%)
13,029,100 Freddie Mac 53,842,460 839,562,631
-------------- --------------
Miscellaneous Securities
(0.13%) 7,965,049 6,672,688
-------------- --------------
TOTAL COMMON STOCKS $ 620,742,861 $3,974,498,822
-------------- --------------
6
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SEQUOIA FUND, INC.
Statement of Investments
December 31, 1998
(continued)
Value
Shares Cost (Note 1)
- ------ ---- --------
U.S. GOVERNMENT OBLIGATIONS(20.34%)
$ 44,500,000 U.S. Treasury Bills due
2/4/99 through 2/18/99 $ 44,290,916 $ 44,290,916
316,000,000 U.S. Treasury Notes,
5 7/8% due 8/31/99 316,499,740 318,567,500
271,000,000 U.S. Treasury Notes,
5 5/8% due 12/31/99 271,771,235 273,794,688
259,000,000 U.S. Treasury Notes,
5 5/8% due 4/30/2000 261,278,140 262,197,031
115,000,000 U.S. Treasury Notes,
5 3/8% due 7/31/2000 116,261,639 116,347,656
-------------- --------------
TOTAL U.S. GOVERNMENT OBLIGATIONS 1,010,101,670 1,015,197,791
-------------- --------------
TOTAL INVESTMENTS (100%)++ $1,630,844,531 $4,989,696,613
============== ==============
++ The cost for federal income tax purposes is identical.
* Non-income producing.
+ Refer to Note 6.
7
<PAGE>
SEQUOIA FUND, INC.
Statement of Assets and Liabilities
December 31, 1998
ASSETS:
Investments in securities, at value
(cost $1,630,844,531) (Note 1) $4,989,696,613
Cash on deposit with custodian 2,007,749
Receivable for capital stock sold 2,723,706
Dividends and interest receivable 13,040,768
Other assets 46,985
--------------
Total assets 5,007,515,821
==============
LIABILITIES:
Payable for capital stock repurchased 1,373,560
Accrued expenses 4,250,825
--------------
Total liabilities 5,624,385
--------------
Net assets applicable to 31,125,890
shares of capital stock outstanding
(Note 4) $5,001,891,436
==============
Net asset value, offering price and
redemption price per share $160.70
=======
See Notes to Financial Statements.
8
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SEQUOIA FUND, INC.
Statement of Operations
Year Ended December 31, 1998
INVESTMENT INCOME:
Income:
Dividends:
Unaffiliated companies $ 21,089,059
Affiliated companies (Note 6) 1,667,490
Interest 33,166,783
--------------
Total income 55,923,332
--------------
Expenses:
Investment advisory fee (Note 2) 44,036,642
Legal and auditing fees 92,994
Stockholder servicing agent fees 363,448
Custodian fees 81,667
Directors fees and expenses (Note 5) 158,587
Other 174,262
--------------
Total expenses 44,907,600
Less expenses reimbursed by Investment
Adviser (Note 2) 721,000
--------------
Net expenses 44,186,600
--------------
Net investment income 11,736,732
--------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain on investments:
Unaffiliated companies 415,002,340
Affiliated companies (Note 6) 16,379,603
--------------
Net realized gain on investments 431,381,943
Net increase in unrealized appreciation on:
Investments 859,089,190
Net realized and unrealized gain on
investments 1,290,471,133
--------------
Increase in net assets from operations $1,302,207,865
==============
See Notes to Financial Statements.
9
<PAGE>
SEQUOIA FUND, INC.
Statements of Changes in Net Assets
Year Ended December 31,
-----------------------------
1998 1997
--------------- -------------
INCREASE (DECREASE) IN NET ASSETS:
From operations:
Net investment income $ 11,736,732 $ 2,366,846
Net realized gains 431,381,943 26,323,106
Net increase in unrealized
appreciation 859,089,190 1,081,383,714
-------------- --------------
Net increase in net assets from
operations 1,302,207,865 1,110,073,666
Distributions to shareholders from:
Net investment income (10,988,302) (2,474,076)
Net realized gains (238,181,010) ( 26,264,675)
Capital share transactions (Note 4) 276,288,024 10,231,447
-------------- --------------
Total increase 1,329,326,577 1,091,566,362
NET ASSETS:
Beginning of year 3,672,564,859 2,580,998,497
-------------- --------------
End of year $5,001,891,436 $3,672,564,859
============== ==============
NET ASSETS CONSIST OF:
Capital (par value and paid in surplus) $1,483,849,808 $1,172,455,159
Undistributed net investment income 748,430 0
Undistributed net realized gains 158,441,116 346,808
Unrealized appreciation 3,358,852,082 2,499,762,892
-------------- --------------
Total Net Assets $5,001,891,436 $3,672,564,859
============== ==============
See Notes to Financial Statements.
10
<PAGE>
SEQUOIA FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
Sequoia Fund Inc. is registered under the Investment
Company Act of 1940, as amended, as a non-diversified, open-end
management company. The investment objective of the Fund is
growth of capital from investments primarily in common stocks and
securities convertible into or exchangeable for common stock. The
following is a summary of significant accounting policies,
consistently followed by the Fund in the preparation of its
financial statements.
A. Valuation of investments: Investments are carried at market
value or at fair value as determined by the Board of
Directors. 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 on the
last business day of the period; securities traded in the
over-the-counter market and listed securities for which no
sale was reported on that date are valued at the mean between
the last reported bid and asked prices; U.S. Treasury Bills
with remaining maturities of 60 days or less are valued at
their amortized cost. U.S. Treasury Bills that when
purchased have a remaining maturity in excess of sixty days
are stated at their discounted value based upon the mean
between the bid and asked discount rates until the sixtieth
day prior to maturity, at which point they are valued at
amortized cost.
B. Accounting for investments: Investment transactions are
accounted for on the trade date and dividend income is
recorded on the ex-dividend date. The net realized gain or
loss on security transactions is determined for accounting
and tax purposes on the specific identification basis.
C. Federal income taxes: It is the Fund's policy to comply with
the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its
taxable income to its stockholders. Therefore, no federal
income tax provision is required.
D. Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles
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
11
<PAGE>
the reporting period. Actual results could differ from those
estimates.
E. General: Dividends and distributions are recorded by the Fund
on the ex-dividend date. Interest income is accrued as
earned.
12
<PAGE>
NOTE 2--INVESTMENT ADVISORY CONTRACTS AND PAYMENTS TO INTERESTED
PERSONS:
The Fund retains Ruane, Cunniff & Co., Inc., as its
investment adviser. Ruane, Cunniff & Co., Inc. (Investment
Adviser) provides the Fund with investment advice, administrative
services and facilities.
Under the terms of the Advisory Agreement, the
Investment Adviser receives a management fee equal to 1% per
annum of the Fund's average daily net asset values. This
percentage will not increase or decrease in relation to increases
or decreases in the net asset value of the Fund. Under the
Advisory Agreement, the Investment Adviser is obligated to
reimburse the Fund for the amount, if any, by which the operating
expenses of the Fund (including the management fee) in any year
exceed the sum of 1-1/2% of the average daily net asset values of
the Fund during such year up to a maximum of $30,000,000, plus 1%
of the average daily net asset values in excess of $30,000,000.
The expenses incurred by the Fund exceeded the percentage
limitation during the year ended December 31, 1998 and the
Investment Adviser reimbursed the Fund $721,000.
For the year ended December 31, 1998, there were no
amounts accrued to interested persons, including officers and
directors, other than advisory fees of $44,036,642 and brokerage
commissions of $362,856 to Ruane, Cunniff & Co., Inc. Certain
officers of the Fund are also officers of the Investment Adviser
and the Fund's distributor. Ruane, Cunniff & Co., Inc., the
Fund's distributor, received no compensation from the Fund on the
sale of the Fund's capital shares during the year ended
December 31, 1998.
NOTE 3--PORTFOLIO TRANSACTIONS:
The aggregate cost of purchases and the proceeds from
the sales of securities, excluding U.S. government obligations,
for the year ended December 31, 1998 were $30,733,847 and
$866,479,651,respectively. Included in proceeds of sales is
$41,930,713 representing the value of securities disposed of in
payment of redemptions in-kind resulting in realized gains of
$35,106,625. As a result of the redemptions in-kind net realized
gains differ for financial statement and tax purposes. These
realized gains have been reclassified from undistributed realized
gains to paid in surplus in the accompanying financial
statements.
At December 31, 1998 the aggregate gross unrealized
appreciation and depreciation of securities were $3,360,144,444
and $1,292,362, respectively.
13
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NOTE 4--CAPITAL STOCK:
At December 31, 1998 there were 100,000,000 shares of
$.10 par value capital stock authorized. Transactions in capital
stock were as follows:
1998 1997
---- ----
Shares Amount Shares Amount
Shares sold 2,164,908 $ 319,175,918 1,872,099 $ 199,979,993
Shares issued to
stockholders on
reinvestment of:
Net investment income 54,399 7,959,038 21,191 2,331,456
Net realized gain on
investments 1,470,593 215,201,334 188,981 23,446,469
---------- ------------- ---------- -------------
3,689,900 542,336,290 2,082,271 225,757,918
Shares repurchased 1,796,644 266,048,266 2,034,693 215,526,471
---------- ------------- ---------- -------------
Net Increase 1,893,256 $ 276,288,024 47,578 $ 10,231,447
========== ============= ========== =============
NOTE 5--DIRECTORS FEES AND EXPENSES:
Directors who are not deemed "interested persons"
receive fees of $6,000 per quarter and $2,500 for each meeting
attended, and are reimbursed for travel and other out-of-pocket
disbursements incurred in connection with attending directors
meetings. The total of such fees and expenses paid by the Fund
to these directors for the year ended December 31, 1998 was
$158,587.
14
<PAGE>
NOTE 6--AFFILIATED COMPANIES:
Investment in portfolio companies 5% or more of whose
outstanding voting securities are held by the Fund are defined in
the Investment Company Act of 1940 as "affiliated companies."
The total value and cost of investments in affiliates at
December 31, 1998 aggregated $737,204,688 and $148,581,862,
respectively. The summary of transactions for each affiliate
during the period of their affiliation for the year ended
December 31, 1998 is provided below:
Purchases Sales
----------------------------
Realized Dividend
Affiliate Shares Cost Shares Cost Gain Income
- --------- ------ ---- ------ ---- -------- --------
Progressive Corp -
Ohio -- -- 47,500 $ 1,510,500 $ 5,165,813 $1,095,192
Wallace Computer
Services, Inc. -- -- 3,191,600 98,833,184 11,213,790 572,298
----------- ----------
$16,379,603 $1,667,490
=========== ==========
15
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NOTE 7--SELECTED FINANCIAL INFORMATION:
Year Ended December 31,
-----------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Per Share Operating Performance
(for a share outstanding
throughout the year)
Net asset value, beginning
of year $125.63 $ 88.44 $ 78.13 $ 55.59 $54.84
------- ------- ------- ------- -------
Income from investment
operations:
Net investment income 0.39 0.38 0.38 0.31 0.42
Net realized and unrealized
gains on investments 43.07 38.10 16.41 22.62 1.41
------- ------- ------- ------- -------
Total from investment
operations 43.46 38.18 16.79 22.93 1.83
------- ------- ------- ------- -------
Less distributions:
Dividends from net investment
income (0.37) (0.08) (0.38) (0.31) (0.42)
Distributions from net
realized gains (8.02) (0.91) (6.10) (0.08) (0.66)
------- ------- ------- ------- -------
Total distributions (8.39) (0.99) (6.48) (0.39) (1.08)
------- ------- ------- ------- -------
Net asset value, end of
year $160.70 $125.63 $ 88.44 $ 78.13 $ 55.59
======= ======= ======= ======= =======
Total Return 35.3% 43.2% 21.7% 41.4% 3.3%
Ratios/Supplemental data
Net assets, end of year
(in millions) $5,001.9 $3,672.6 $2,581.0 $2,185.5 $1,548.3
Ratio to average net assets:
Expenses 1.0% 1.0% 1.0% 1.0% 1.0%
Net investment income 0.3% 0.1% 0.4% 0.5% 0.8%
Portfolio turnover rate 21% 8% 23% 15% 32%
16
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Shareholders
Sequoia Fund, Inc.
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of Sequoia
Fund, Inc. as of December 31, 1998, and the related statements of
operations for the year then ended, changes in net assets for
each of the two years in the period then ended, and the selected
financial information for each of the five years in the period
then ended. These financial statements and the selected
financial information are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements and the selected financial information based
on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements and the selected financial
information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by
correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and the
selected financial information referred to above present fairly,
in all material respects, the financial position of the Sequoia
Fund, Inc. as of December 31, 1998, the results of its
operations, the changes in its net assets and the selected
financial information for the periods indicated, in conformity
with generally accepted accounting principles.
New York, New York
January 15, 1999
17
<PAGE>
SEQUOIA
FUND, INC.
767 Fifth Avenue, Suite 4701
New York, New York 10153-4798
DIRECTORS
William J. Ruane
Richard T. Cunniff
Robert D. Goldfarb
Carol L. Cunniff
John M. Harding
Francis P. Matthews
C. William Neuhauser
Robert L. Swiggett
Roger Lowenstein
OFFICERS
William J. Ruane - Chairman of the Board
Richard T. Cunniff - Vice Chairman
Robert D. Goldfarb - President
Carol L. Cunniff - Executive Vice President
Joseph Quinones, Jr. - Vice President, Secretary &
Treasurer
INVESTMENT ADVISER & DISTRIBUTOR
Ruane, Cunniff & Co., Inc.
767 Fifth Avenue, Suite 4701
New York, New York 10153-4798
CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286
REGISTRAR AND SHAREHOLDER
SERVICING AGENT
DST Systems, Inc.
P.O. Box 419477
Kansas City, Missouri 64141
LEGAL COUNSEL
Seward & Kissel
One Battery Park Plaza
New York, New York 10004
This report has been prepared for the information of shareholders
of Sequoia Fund, Inc.
18
67700020.BA2