<PAGE>
W. P. STEWART & CO. GROWTH FUND, INC.
SUPPLEMENT DATED OCTOBER 29, 1998 TO
PROSPECTUS DATED OCTOBER 7, 1998
The following information should be added to the Prospectus under the
heading "Management--The Investment Adviser." (Capitalized terms have the same
meaning as defined in the Prospectus.)
At the Annual Meeting of Shareholders of the Fund held on October 28,
1998, Shareholders approved the New Advisory Agreement between the Fund and
the Adviser, effective immediately. The terms of the New Advisory Agreement
are identical in all material respects to the Original Advisory Agreement
except for a change in the method of calculating the fee payable by the
Fund. Under the New Advisory Agreement, the fee rate will not change
(remaining at 1.5% of the Fund's net assets) but the fee will be calculated
based on the Fund's average daily net assets and paid in arrears. The
Original Advisory Agreement provided that the fee is paid quarterly, in
advance, based on the net asset value of the Fund as of the last day of the
preceding quarter (after giving effect to subscriptions and redemptions on
that date). Shareholders also ratified the payment of advisory fees to the
Adviser for the period from January 12, 1996 through October 28, 1998.
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W. P. STEWART & CO. GROWTH FUND, INC.
SUPPLEMENT DATED OCTOBER 29, 1998 TO
STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 7, 1998
The following information should be added to the Statement of Additional
Information under the heading "Management of the Fund." (Capitalized terms
have the same meaning as defined in the Prospectus.)
At the Annual Meeting of Shareholders of the Fund held on October 28, 1998,
Shareholders elected the following two new members to the Fund's Board of
Directors to hold office until their successors are duly elected and
qualified:
<TABLE>
<CAPTION>
POSITION HELD WITH PRINCIPAL OCCUPATION
NAME, AGE AND ADDRESS THE FUND DURING PAST FIVE (5) YEARS
- --------------------- ------------------ ----------------------------------
<S> <C> <C>
Thomas R. LeViness (58).. Director President of Pell & LeViness, P.C.
90 Park Avenue (a law firm).
New York, New York 10016 .
David J. Winkler (42).... Director Senior Vice President of American
1211 Sixth Avenue Phoenix Corp. (a commercial
New York, New York 10036 insurance broker).
</TABLE>
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