-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jkn7+9lNw/TRsKz3ZtBVJ9N4eFfGwn8W7oVKJFzdiZOzwLtENXwY+qkj4W5HEs9j hDqzryhhxWoQicpjCRfBIg== 0000089043-03-000007.txt : 20030801 0000089043-03-000007.hdr.sgml : 20030801 20030801125534 ACCESSION NUMBER: 0000089043-03-000007 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030801 EFFECTIVENESS DATE: 20030801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA FUND INC CENTRAL INDEX KEY: 0000089043 IRS NUMBER: 132663968 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01976 FILM NUMBER: 03817196 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: SUITE 4701 CITY: NEW YORK STATE: NY ZIP: 10153-4798 BUSINESS PHONE: 2128325280 MAIL ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: SUITE 4701 CITY: NEW YORK STATE: NY ZIP: 10153-4798 FORMER COMPANY: FORMER CONFORMED NAME: CIMARRON FUND INC DATE OF NAME CHANGE: 19700625 N-CSRS 1 ncsrs.txt 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) 767 Fifth Avenue, Suite 4701, New York, NY 10153-4798 ---------------------------------------------- (Address of principal executive offices) (Zip code) Robert D. Goldfarb Ruane, Cunniff & Co., Inc. 767 Fifth Avenue, Suite 4701 New York, New York 10153-4798 ---------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (212) 832-5280 Date of fiscal year end: December 31, 2003 Date of reporting period: June 30, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. Sequoia Fund, Inc. SEMI-ANNUAL REPORT JUNE 30, 2003 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 June 30, 2003. 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 INITIAL CUMULATIVE CUMULATIVE TOTAL $10,000 CAPITAL GAINS REINVESTED VALUE OF PERIOD ENDED: INVESTMENT DISTRIBUTIONS DIVIDENDS SHARES - ------------- ---------- ------------- --------- ------ July 15, 1970................................. $ 10,000 $ -- $ -- $ 10,000 May 31, 1971.................................. 11,750 -- 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 Dec. 31, 1999................................. 127,270 680,866 286,989 1,095,125 Dec. 31, 2000................................. 122,090 903,255 289,505 1,314,850 Dec. 31, 2001................................. 130,240 1,002,955 319,980 1,453,175 Dec. 31, 2002................................. 126,630 976,920 311,226 1,414,776 June 30, 2003................................. 130,370 1,012,616 320,418 1,463,404
The total amount of capital gains distributions accepted in shares was $620,263, the total amount of dividends reinvested was $116,740. No adjustment has been made for any taxes payable by shareholders on capital gain distributions and dividends reinvested in shares. TO THE SHAREHOLDERS OF SEQUOIA FUND, INC. Dear Shareholder: Sequoia Fund's results for the second quarter of 2003 are shown below with comparable results for the leading market indexes:
To June 30, 2003 Sequoia Dow Jones Standard & Fund Industrials Poor's 500 ---- ----------- ---------- 3 Months 11.73% 12.94% 15.39% 6 Months 3.44% 9.03% 11.76% 1 Year 2.34% -0.50% 0.25% 5 Years (Annualized) 3.24% 1.89% -1.61% 10 Years (Annualized) 14.59% 12.12% 10.04%
The S&P 500 Index is an unmanaged, capitalization-weighted index of the common stocks of 500 major US corporations. The Dow Jones Industrial Average is an unmanaged, price-weighted index of 30 actively traded blue chip stocks. The performance data quoted represents past performance and assumes reinvestment of dividends. The investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. ------------------------------ Once again we have combined the first and second quarter reports so that we might provide you with a transcript of the Sequoia Fund annual meeting which was held on May 9th. As so often happens, Sequoia's results varied significantly from those of the general market and its first half return of 3.4% lagged the S&P by about 7.5%. Because our performance is strongly influenced by our heavy concentration in Berkshire, Fifth Third, Mohawk, Progressive and TJX, we underperformed the S&P 500, as all but Progressive had little change in price in the first half. Our 20% investment in short-term U.S. Treasuries, as expected, also showed little change in value. Our confidence in the long-term prospects of these excellent companies remains unchanged. Furthermore, we believe that the investment climate is such that it is important to maintain a reserve for future purchasing power in the safest of securities, i.e., short-term U.S. Treasuries, even though they currently yield barely 1%. We think there is a high probability that this will be a prudent policy through the unpredictable markets of the next five years. In this regard, you should not assume that our reserve in Treasuries achieves that goal since we can readily invest this money any time attractive opportunities may arise. Sincerely, /s/ Richard T. Cuniff /s/ Robert D. Goldfarb Richard T. Cunniff Robert D. Goldfarb /s/ David M. Poppe /s/ William J. Ruane David M. Poppe William J. Ruane July 17, 2003
SEQUOIA FUND, INC. SCHEDULE OF INVESTMENTS JUNE 30, 2003 (UNAUDITED) COMMON STOCKS (82.17%)
VALUE SHARES (NOTE 1) ------ -------------- BANK HOLDING COMPANIES (12.00%) 7,489,993 Fifth Third Bancorp......................................... $ 429,476,199 155,200 Mercantile Bankshares Corporation........................... 6,111,776 -------------- 435,587,975 -------------- BUILDING MATERIALS (2.87%) 3,071,900 Fastenal Company............................................ 104,260,286 -------------- DIVERSIFIED COMPANIES (33.77%) 16,906 Berkshire Hathaway Inc. Class A*............................ 1,225,685,000 -------------- FREIGHT TRANSPORTATION (2.10%) 2,199,600 Expeditors International of Washington, Inc................. 76,194,144 -------------- HOME FURNISHINGS (2.01%) 2,075,800 Ethan Allen Interiors Inc. +................................ 72,985,128 -------------- INSURANCE (12.63%) 6,270,000 Progressive Corporation..................................... 458,337,000 -------------- LAUNDRY SERVICES (0.35%) 356,400 Cintas Corporation.......................................... 12,630,816 -------------- MANUFACTURING (0.23%) 206,800 Harley Davidson, Inc........................................ 8,243,048 -------------- TEXTILE--CARPETS (5.92%) 3,866,400 Mohawk Industries, Inc. +*.................................. 214,701,192 -------------- PROCESS CONTROL INSTRUMENTS (0.43%) 226,800 Danaher Corporation......................................... 15,433,740 -------------- RETAILING (9.77%) 47,000 Costco Wholesale Corporation*............................... 1,720,200 1,375,900 Tiffany & Company........................................... 44,964,412 13,475,700 TJX Companies, Inc.......................................... 253,882,188 1,797,600 Walgreen Company............................................ 54,107,760 -------------- 354,674,560 -------------- Miscellaneous Securities (0.09%)............................ 3,217,442 -------------- TOTAL COMMON STOCKS ($916,273,845).......................... 2,981,950,331 --------------
PRINCIPAL VALUE AMOUNT (NOTE 1) ------ -------------- U.S. GOVERNMENT OBLIGATIONS (17.83%) 647,500,000 U.S. Treasury Bills due 7/10/03 through 8/21/03............. 647,088,442 -------------- TOTAL U.S. GOVERNMENT OBLIGATIONS (Cost $647,088,442)....................................... 647,088,442 -------------- TOTAL INVESTMENTS (100%)++ (Cost $1,563,362,287)..................................... $3,629,038,773 ==============
- ------------------- ++ The cost for federal income tax purposes is identical. * Non-income producing. + Refer to Note 6.
The accompanying notes form an integral part of these Financial Statements SEQUOIA FUND, INC. STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2003 (UNAUDITED) ASSETS: Investments in securities, at value (cost $1,563,362,287) (Note 1)................................................ $3,629,038,773 Cash on deposit with custodian............................ 4,884,679 Receivable for capital stock sold......................... 1,750,258 Dividends and interest receivable......................... 2,246,563 Other assets.............................................. 31,016 -------------- Total assets............................................ 3,637,951,289 -------------- LIABILITIES: Payable for capital stock repurchased..................... 876,095 Accrued investment advisory fee........................... 2,997,147 Accrued other expenses.................................... 103,605 -------------- Total liabilities....................................... 3,976,847 -------------- Net assets applicable to 27,873,461 shares of capital stock outstanding (Note 4)...................................... $3,633,974,442 ============== Net asset value, offering price and redemption price per share..................................................... $130.37 ==============
The accompanying notes form an integral part of these Financial Statements. SEQUOIA FUND, INC. STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED) INVESTMENT INCOME: Income: Dividends: Unaffiliated companies................................ $ 6,772,702 Affiliated companies (Note 6)......................... 256,080 Interest................................................ 3,435,385 Other Income............................................ 4,244 ------------ Total income........................................ 10,468,411 ------------ Expenses: Investment advisory fee (Note 2)........................ 17,422,152 Legal and auditing fees................................. 52,397 Stockholder servicing agent fees........................ 207,230 Custodian fees.......................................... 40,000 Directors fees and expenses (Note 5).................... 92,343 Other................................................... 81,828 ------------ Total expenses...................................... 17,895,950 Less expenses reimbursed by Investment Adviser (Note 2)... 400,000 ------------ Net expenses........................................ 17,495,950 ------------ Net investment (loss)............................... (7,027,539) ------------ REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Realized gain on investments: Unaffiliated companies.................................. 205,786,910 Affiliated companies (Note 6)........................... 5,909,423 ------------ Net realized gain on investments.................... 211,696,333 Net (decrease) in unrealized appreciation on: Investments............................................. (94,811,359) ------------ Net realized and unrealized gain on investments..... 116,884,974 ------------ Increase in net assets from operations...................... $109,857,435 ============
The accompanying notes form an integral part of these Financial Statements. SEQUOIA FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED YEAR 6/30/03 ENDED (UNAUDITED) 12/31/02 ----------- -------- INCREASE IN NET ASSETS: From operations: Net investment (loss)................................... $ (7,027,539) $ (12,720,703) Net realized gain....................................... 211,696,333 137,518,447 Net (decrease) in unrealized appreciation............... (94,811,359) (237,620,489) -------------- -------------- Net increase (decrease) in net assets from operations.......................................... 109,857,435 (112,822,745) Distributions to shareholders from: Net investment income................................... 0 (352,691) Net realized gains...................................... (16,944,482) (4,996,914) Capital share transactions (Note 4)..................... (364,074,491) (206,821,129) -------------- -------------- Total (decrease)...................................... (271,161,538) (324,993,479) NET ASSETS: Beginning of period....................................... 3,905,135,980 4,230,129,459 -------------- -------------- End of period............................................. $3,633,974,442 $3,905,135,980 ============== ============== NET ASSETS CONSIST OF: Capital (par value and paid in surplus)................... $1,581,423,840 $1,727,724,465 Undistributed net investment (loss) income................ (7,027,539) 0 Undistributed net realized (losses) gains................. (6,098,345) 16,923,670 Unrealized appreciation................................... 2,065,676,486 2,160,487,845 -------------- -------------- Total Net Assets........................................ $3,633,974,442 $3,905,135,980 ============== ==============
The accompanying notes form an integral part of these Financial Statements 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 are valued in accordance with NASDAQ Official Closing Price on the last business day of the period; listed securities and securities traded in the over-the-counter market 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 accounting principles generally accepted in the United States 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. E. GENERAL: Dividends and distributions are recorded by the Fund on the ex-dividend date. Interest income is accrued as earned. 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 six months ended June 30, 2003 and the Investment Adviser reimbursed the Fund $400,000. For the six months ended June 30, 2003, there were no amounts accrued to interested persons, including officers and directors, other than advisory fees of $17,422,152 and brokerage commissions of $90,715 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 six months ended June 30, 2003. NOTE 3--PORTFOLIO TRANSACTIONS: The aggregate cost of purchases and the proceeds from the sales of securities, excluding U.S. government obligations, for the six months ended June 30, 2003 were $8,732,351 and $373,283,340, respectively. Included in proceeds of sales is $318,319,965 representing the value of securities disposed of in payment of redemptions in-kind, resulting in realized gains of $217,773,866. 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 June 30, 2003 the aggregate gross unrealized appreciation of securities was $2,065,676,486. NOTE 4--CAPITAL STOCK: At June 30, 2003 there were 100,000,000 shares of $.10 par value capital stock authorized. Transactions in capital stock for the six months ended June 30, 2003 and the year ended December 31, 2002 were as follows:
2003 2002 --------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------- ---------- ------------- Shares sold................................ 685,790 $ 85,267,382 1,287,555 $ 166,163,172 Shares issued to stockholders on reinvestment of: Net investment income.................... 0 0 10,323 1,368,620 Net realized gains on Investments........ 111,262 14,470,754 25,829 3,239,739 ---------- ------------- ---------- ------------- 797,052 99,738,136 1,323,707 170,771,531 Shares repurchased......................... 3,761,461 463,812,627 2,964,295 377,592,660 ---------- ------------- ---------- ------------- Net (decrease)............................. (2,964,409) $(364,074,491) (1,640,588) $(206,821,129) ========== ============= ========== =============
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 six months ended June 30, 2003 was $92,343. 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 June 30, 2003 aggregated $287,686,320 and $229,907,471, respectively. The summary of transactions for each affiliate during the period of their affiliation for the six months ended June 30, 2003 is provided below:
PURCHASES SALES -------------------- ----------------------- REALIZED DIVIDEND AFFILIATE SHARES COST SHARES COST GAIN INCOME - --------- -------- -------- -------- ----------- ---------- --------- Ethan Allen Interiors........... -- -- 227,300 $ 5,538,429 $1,912,426 $256,080 Mohawk Industries Inc........... -- -- 423,300 18,978,915 3,996,997 -- ---------- -------- $5,909,423 $256,080 ========== ========
NOTE 7--The interim financial statements have not been examined by the Fund's independent accountants and accordingly they do not express an opinion thereon. NOTE 8--FINANCIAL HIGHLIGHTS:
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31, -------- -------------------------------------------------------- 2003 2002 2001 2000 1999 1998 -------- -------- -------- -------- -------- -------- Per Share Operating Performance (for a share outstanding throughout the period) Net asset value, beginning of Period........................... $ 126.63 $ 130.24 $ 122.09 $ 127.27 $ 160.70 $ 125.63 -------- -------- -------- -------- -------- -------- Income from investment operations: Net investment income (loss)....... (0.25) (0.41) 0.97 1.66 0.84 0.39 Net realized and unrealized gains (losses) on investments.......... 4.60 (3.03) 11.52 23.33 (26.83) 43.07 -------- -------- -------- -------- -------- -------- Total from investment operations................... 4.35 (3.44) 12.49 24.99 (25.99) 43.46 -------- -------- -------- -------- -------- -------- Less distributions: Dividends from net investment income........................... (0.00) (0.01) (0.97) (1.66) (0.85) (0.37) Distributions from net realized gains............................ (0.61) (0.16) (3.37) (28.51) (6.59) (8.02) -------- -------- -------- -------- -------- -------- Total distributions............ (0.61) (0.17) (4.34) (30.17) (7.44) (8.39) -------- -------- -------- -------- -------- -------- Net asset value, end of period..... $ 130.37 $ 126.63 $ 130.24 $ 122.09 $ 127.27 $ 160.70 ======== ======== ======== ======== ======== ======== Total Return....................... 3.4%+ -2.6% 10.5% 20.1% -16.5% 35.3% Ratios/Supplemental data Net assets, end of period (in millions)........................ $3,634.0 $3,905.1 $4,230.1 $3,943.9 $3,896.9 $5,001.9 Ratio to average net assets: Expenses......................... 1.0%* 1.0% 1.0% 1.0% 1.0% 1.0% Net investment income............ -0.4%* -0.3% 0.8% 1.2% 0.6% 0.3% Portfolio turnover rate............ 1%* 8% 7% 36% 12% 21%
- ------------------- + Not annualized * Annualized
SEQUOIA FUND, INC. 767 FIFTH AVENUE, SUITE 4701 NEW YORK, NEW YORK 10153-4798 WEBSITE: www.sequoiafund.com DIRECTORS William J. Ruane Richard T. Cunniff Robert D. Goldfarb David M. Poppe Vinod Ahooja 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 David M. Poppe -- 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 MF Custody Administration Department 100 Church Street, 10th Floor New York, New York 10286 REGISTRAR AND SHAREHOLDER SERVICING AGENT DST Systems, Inc. P.O. Box 219477 Kansas City, Missouri 64121 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. ITEM 2. CODE OF ETHICS. Not applicable when filing a Semi-Annual report to shareholders. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable when filing a Semi-Annual report to shareholders. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable when filing a Semi-Annual report to shareholders. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to the registrant. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the registrant. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that as of a date within 90 days of the filing of this report there were no significant deficiencies in the design or operation of the disclosure controls and procedures of the registrant which would have adversely affected the ability of the registrant to record, process, summarize and report the subject matter contained in this report. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 10. EXHIBITS. The following exhibits are attached to this Form N-CSR: EXHIBIT NO. DESCRIPTION OF EXHIBIT 10 (b) (1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 10 (b) (2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 10 (b) (3) Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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: /s/ Robert D. Goldfarb ------------------------------------- President and Principal Executive Officer Date: July 31, 2003 ------------------------------------- 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: /s/ Robert D. Goldfarb ------------------------------------- President and Principal Executive Officer Date: July 31, 2003 ------------------------------------- By: /s/ Joseph Quinones, Jr. ------------------------------------- Vice President, Secretary & Treasurer Date: July 31, 2003 ------------------------------------- EX-99.CERT 3 ex99cert.txt Exhibit 10(b)(1) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Robert D. Goldfarb, President and President and Principal Executive Officer 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures 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) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, 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 in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: July 31, 2003 ------------- /s/ Robert D. Goldfarb ---------------------- Robert D. Goldfarb President and Principal Executive Officer Exhibit 10(b)(2) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Joseph Quinones, Jr., Vice President, Secretary & 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures 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) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, 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 in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: July 31, 2003 ------------- /s/ Joseph Quinones ------------------- Vice President, Secretary & Treasurer EX-99.906 CERT 4 ex99906cert.txt Exhibit 10(c) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT Pursuant to 18 U.S.C. 1350, each of the undersigned, being the Principal Executive Officer and Principal Financial Officer of Sequoia Fund, Inc. (the "Registrant"), hereby certifies that the Registrant's report on Form N-CSR for the period ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: July 31, 2003 ------------- By: /s/ Robert D. Goldfarb ---------------------- President and Principal ExecutiveOfficer By: /s/ Joseph Quinones, Jr. ------------------------ Vice President, Secretary and Treasurer This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----