STEWART W P & CO GROWTH FUND INC, 485BPOS, 2000-05-10

STEWART W P & CO GROWTH FUND INC
485BPOS, 2000-05-10

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As filed with the Securities and Exchange Commission on May 10, 2000
Securities Act File No. 33-71142
Investment Company Act File No. 811-8128

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

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FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [_]

Pre-Effective Amendment No. [_]

Post-Effective Amendment No. 9 [X]

and

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [_]

Amendment No. 10 [X]

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W.P. STEWART & CO. GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)

527 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:

(212) 750-8585

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Copy to:

W. P. Stewart & Co., Inc. Joel H. Goldberg, Esq.
527 Madison Avenue Swidler Berlin Shereff Friedman, LLP
New York, New York 10022 The Chrysler Building
Attn: Lisa D. Levey 405 Lexington Avenue
New York, New York 10174
(Name and Address of Agent for
Service)

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Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.

It is proposed that this filing will become effective (check
appropriate box)

[X] immediately upon filing pursuant to paragraph (b)

[_] on (date) pursuant to paragraph (b)

[_] 60 days after filing pursuant to paragraph (a)(1)

[_] on (date) pursuant to paragraph (a)(1)

[_] 75 days after filing pursuant to paragraph (a)(2)

[_] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[_] This post-effective amendment designates
a new effective date for a previously filed
post-effective amendment.

Title of Securities Being Registered.... Shares of Common Stock, $0.001
Par Value

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PROSPECTUS

W.P. Stewart & Co. Growth Fund, Inc.

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Investment Adviser

W.P. Stewart & Co., Inc.
527 Madison Avenue
New York, New York 10022

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W.P. Stewart & Co. Growth Fund, Inc. (the "Fund") is a non-diversified
mutual fund, the investment objective of which is capital gains. There can be
no certainty that the Fund will achieve its investment objective.

----------------

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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April 28, 2000

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY......................................................... 3

FUND PERFORMANCE............................................................ 4

FEES AND EXPENSES........................................................... 5
Expense Example........................................................... 5

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS............... 6
Investment Objective and Principal Investment Strategies.................. 6
Principal Investment Risks................................................ 6
Other Investment Strategies and Risks..................................... 7

MANAGEMENT.................................................................. 8
The Investment Adviser.................................................... 8

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE................................. 8

PRICING OF SHARES........................................................... 8

PURCHASE OF SHARES.......................................................... 9

REDEMPTIONS AND DISTRIBUTIONS............................................... 9
Redemptions............................................................... 9
Dividends and Distributions............................................... 10

TAXATION.................................................................... 10
Taxability of Dividends and Distributions................................. 10
Taxability of Transactions................................................ 10

FINANCIAL HIGHLIGHTS........................................................ 11
</TABLE>

RISK/RETURN SUMMARY

. Investment Objective.. Capital gains.

. Principal Investment The Fund's investment adviser, W.P. Stewart & Co.,
Strategies............ Inc. (the "Adviser"), seeks to achieve the Fund's
investment objective of capital gains (i.e., growth
in the value of the Fund's shares), by investing in
common stocks of companies based on a variety of
factors. Such factors include: the company's record
and projections of profit and earnings growth,
accuracy and availability of information with respect
to the company, success and experience of management,
accessibility of management to the Adviser, product
lines and competitive position both in the U.S. and
abroad, lack of cyclicality, large market
capitalization and liquidity of the company's
securities. The Fund's portfolio normally consists
primarily of common stocks of U.S.-based companies
listed on the New York Stock Exchange.

. Principal Investment Your Fund shares can go down in value, so that you
Risks................. can lose money by investing in the Fund. The price of
the Fund's shares may be more volatile than the price
of shares of funds investing in other types of equity
securities or in primarily fixed income securities.
The price of common stocks tends to fluctuate more
dramatically than other types of investments. These
price movements may result from economic, political
and regulatory factors affecting individual
companies, industries or securities markets as a
whole. The price of growth stocks may be particularly
volatile. Since the companies that issue these stocks
usually reinvest a high portion of earnings in their
own businesses, they may lack the dividend yield
associated with value stocks that can cushion total
return in a declining market. Also, since investors
buy growth stocks based on their expected earnings
growth, earnings disappointments often result in
sharp price declines. An investment in the Fund is
not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
The Fund is a "non-diversified" investment company,
which means that the Fund may invest a larger portion
of its assets in fewer companies than a diversified
investment company. This increases the risks of
investing in the Fund since the performance of each
stock has a greater impact on the Fund's performance.
To the extent that the Fund invests a relatively high
percentage of its assets in securities of a limited
number of companies, the Fund may also be more
susceptible than would a more widely diversified
investment company to any single economic, political
or regulatory occurrence. No method of fundamental or
technical analysis, including that employed by the
Adviser, has been proven to provide a guaranteed rate
of return adjusted for investment risk.

. Suitability........... Because the Fund invests a high percentage of its
assets in a limited number of common stocks, the Fund
may not represent a complete investment program.

FUND PERFORMANCE

The following bar chart and table show the variability of the Fund's
performance from year to year and provide some indication of the risks of
investing in the Fund. The bar chart shows the Fund's performance for each
full calendar year of operations for the last five years. The table shows how
the Fund's average annual returns compare to those of a broad-based securities
market index. Of course, past performance cannot predict or guarantee future
results.

Annual Total Returns*

1995 1996 1997 1998 1999
------ ------ ------ ------ -----
27.73% 30.64% 24.69% 33.30% 8.76%

* Annual total returns do not include performance for the period from 2/28/94
(inception date) through 12/31/94 and do not reflect deduction of the
Fund's 0.50% redemption fee. If the redemption fee was deducted, the annual
total returns would be lower than those shown. During the 5-year period
shown in the bar chart, the highest return for a quarter was 18.68%
(quarter ended 12/31/98) and the lowest return for a quarter was (7.39)%
(quarter ended 9/30/98).

Average Annual Total Returns (as of the fiscal year ended December 31, 1999)

<TABLE>
<CAPTION>
Return Since
One Year Five Year Inception*
-------- --------- ------------
<S> <C> <C> <C>
W.P. Stewart & Co. Growth Fund, Inc.**...... 8.21% 24.58% 20.92%
S&P 500(R) Index***......................... 21.04% 28.51% 24.13%
</TABLE>
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* Inception Date of Fund: 2/28/94
** The Fund's returns shown are after deduction of the Fund's 0.50%
redemption fee.
*** The S&P 500(R) is the Standard & Poor's Composite Stock Price Index, a
widely recognized, unmanaged index of common stock prices.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

<TABLE>
<S> <C>
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price)................................................................ None
Maximum Deferred Sales Load............................................ None
Maximum Sales Load Imposed on Reinvested Dividends..................... None
Redemption Fee (as a percentage of the amount redeemed)................ 0.50%
Annual Fund Operating Expenses (expenses that are deducted from Fund as-
sets)
Management Fees........................................................ 1.50%
Distribution (12b-1) Fees.............................................. None
Other Expenses......................................................... 0.40%
----
Total Fund Operating Expenses*......................................... 1.90%
====
</TABLE>
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* The Adviser has voluntarily agreed to waive advisory fees and/or reimburse
expenses of the Fund so that Total Fund Operating Expenses do not exceed
2.5% of the average net assets of the Fund up to $30 million, 2% of the
next $70 million of average net assets of the Fund, and 1.5% of the average
net assets of the Fund in excess of $100 million. For the fiscal year ended
December 31, 1999, the Adviser did not waive advisory fees and/or reimburse
expenses of the Fund pursuant to such voluntary waiver and/or expense
reimbursement agreement. Such voluntary waiver and/or expense reimbursement
is not required by the Investment Advisory Services Agreement between the
Fund and the Adviser and may be discontinued at any time.

Expense Example

This Example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This Example assumes that you invest $50,000 (minimum investment) in the
Fund for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
-------- ------- ------- --------
<S> <C> <C> <C>
$1,231 $3,285 $5,466 $11,528
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
-------- ------- ------- --------
<S> <C> <C> <C>
$974 $3,011 $5,175 $11,190
</TABLE>

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objective and Principal Investment Strategies

The Fund's investment objective is to earn capital gains for shareholders.
The Fund normally invests primarily in common stocks listed on the New York
Stock Exchange, but also invests, from time to time, in securities listed on
other U.S. stock exchanges, in securities traded through The NASDAQ Stock
Market Inc. ("NASDAQ") and on international exchanges. The Fund permits
investors to participate in a professionally-managed portfolio consisting
primarily of stocks of growth businesses based in the U.S.

The Adviser employs an appraisal method which attempts to measure each
prospective company's quality and growth rate by numerous criteria. Such
criteria include: the company's record and projections of profit and earnings
growth, accuracy and availability of information with respect to the company,
success and experience of management, accessibility of management to the
Adviser, product lines and competitive position both in the U.S. and abroad,
lack of cyclicality, large market capitalization and liquidity of the
company's securities. These results are compared to the general stock and bond
markets to determine the relative attractiveness of each company at a given
moment. The Adviser weighs economic, political and market factors in making
investment decisions; this appraisal technique attempts to measure each
investment candidate not only against other stocks of the same industry group,
but also against a broad spectrum of investments. No method of fundamental or
technical analysis, including that employed by the Adviser, has been proven to
provide a guaranteed rate of return adjusted for investment risk.

The Fund invests in a relatively small number of individual stocks. To
enable it to do so, the Fund technically is classified as "non-diversified,"
and, therefore, may invest more than 5% of the value of its assets in the
securities of a company and may acquire more than 10% of the voting securities
of a company.

Principal Investment Risks

The price of the Fund's shares may go up or down, and may be more volatile
than for a fund investing in fixed income or money market securities. The
prices of common stocks tend to rise and fall more dramatically than other
types of investments. These price movements may result from economic,
political, regulatory and other factors affecting the issuer, the issuer's
geographic region, the issuer's industry, stock markets in general or
particular sectors of stock markets. Large-cap stocks, for example, can react
differently than small- or mid-cap stocks.

The price of growth stocks may be particularly volatile. Since the issuers
of such stocks usually reinvest a high portion of earnings in their own
businesses, they may lack the dividend yield associated with value stocks that
can cushion total return in a declining market. Also, growth stocks tend to be
more expensive relative to their earnings or assets, especially compared to
"value" stocks. Because investors buy growth stocks based on their expected
earnings growth, earnings disappointments often result in sharp price
declines.

Because the Fund invests in a relatively small number of individual stocks,
the risks of investing in the Fund are greater than the risks of investing in
a more widely diversified fund. To the extent that the Fund invests a
relatively high percentage of its assets in securities of a limited number of
companies, the Fund may be more susceptible than would a more widely
diversified fund to any single economic, political or regulatory occurrence or
to changes in a particular company's financial condition or in the market's
assessment of the company.

Other Investment Strategies and Risks

In addition to the Fund's principal investment strategies described above,
the Fund may invest in the following other investments:

Temporary Positions: For temporary defensive purposes or in order to earn a
return on available cash balances pending investment or reinvestment, the Fund
may invest up to 100% of its assets in debt securities of the U.S. government
or its agencies or instrumentalities, interest-bearing accounts maintained
with financial institutions, including banks, investment grade short-term debt
securities and commercial paper of U.S. companies or repurchase agreements, as
well as in other money market instruments. The Fund may not achieve its
investment objective by investing in such securities.

Foreign Investments: The Fund may also invest in stocks issued by non-U.S.
companies. Such investments will normally be made through the purchase of
American Depositary Receipts ("ADRs"), which are investments in shares of non-
U.S. companies denominated in U.S. dollars. Investments in non-U.S. stocks,
whether directly or through ADRs, involve more and different risks than
investments in U.S. stocks. Foreign companies are not necessarily subject to
the same disclosure, accounting, and financial reporting standards as U.S.
companies. Furthermore, the political, economic and social structures of some
countries may be less stable and more volatile than those in the U.S. As a
result, foreign stock exchanges, custodial arrangements and currencies
generally are more volatile.

If the underlying investments represented by ADRs are denominated in foreign
currencies or the Fund receives dividends that are declared in foreign
currencies, the value of the ADRs and the amount of dividends received as
measured in U.S. dollars may be adversely affected by fluctuations in
currencies, including fluctuations in the new "euro" currency. Introduced on
January 1, 1999 by member nations of the European Union, the euro is expected
to become the sole currency among such nations by 2002. The Fund's foreign
investments may be subject to additional risks as a result of the conversion
to the euro, including potential adverse tax and accounting consequences, as
well as difficulties with respect to processing and settlement of
transactions. All of these factors can make foreign investments, especially
those in emerging markets, more volatile and potentially less liquid than
investments in U.S. companies. In addition, dividends declared on the
underlying investment represented by ADRs generally will be subject to
withholding taxes.

MANAGEMENT

The Investment Adviser

The Fund's investments are managed by the Adviser, a Delaware corporation
incorporated in 1998. The Adviser and its affiliates have been providing
investment advisory services to individuals, trusts and pension funds since
1975. The Adviser's business office is located at 527 Madison Avenue, 21st
Floor, New York, New York 10022-4212, its telephone number is (212) 750-8585
and its facsimile number is (212) 980-8039.

The Adviser is responsible for the management of the Fund's business
affairs, including providing investment research and analysis of investment
opportunities and the management of the Fund's trading and investment
transactions, subject to the investment policies and restrictions described in
this Prospectus and the supervision of the Board of Directors.

The portfolio manager of the Fund is Marilyn G. Breslow, President and a
Director of the Fund and President and a Director of the Adviser. Ms. Breslow
has served as a portfolio manager of the Fund since July 1997 and of other
accounts managed by the Adviser and its predecessor since 1990. Ms. Breslow
and the other portfolio managers of the Adviser are members of an investment
research group which selects the group of securities in which each account,
including the Fund, may invest. Ms. Breslow, who is primarily responsible for
the day-to-day management of the Fund's portfolio, selects securities from
this group for investment by the Fund. Although each account managed by the
Adviser has individual objectives and a unique portfolio, the Fund's
investments generally are similar to investments made by the Adviser's managed
accounts.

Under the Investment Advisory Agreement between the Adviser and the Fund,
the Fund pays the Adviser a fee of 1.5% which is based on the Fund's average
daily net assets and is paid quarterly in arrears. For the fiscal year ended
December 31, 1999, the Fund paid the Adviser an advisory fee of 1.5% of the
average net assets of the Fund.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

Management's Discussion of the Fund's performance during the fiscal year
ended December 31, 1999 is included in the Fund's 1999 Annual Report to
Shareholders, additional copies of which can be obtained free of charge upon
request in writing or by telephoning the Fund.

PRICING OF SHARES

The price of a Fund share is based on the Fund's net asset value per share.
The net asset value per share is determined each day the New York Stock
Exchange is open for trading (each, a "Business Day") by or at the direction
of the Board of Directors as of the close of business of the Exchange
(generally 4:00 p.m., New York City time). Shares will not be priced on days
that the New York Stock Exchange is closed for trading. To the extent that the
Fund's securities are traded elsewhere, such as on foreign exchanges, on days
that the New York Stock Exchange is closed, the value of the Fund's shares may
be affected on days when shareholders will not be able to purchase or redeem
shares of the Fund.

The net asset value is computed by dividing the sum of the market value of
the securities held by the Fund plus any cash or other assets (including
interest and dividends accrued but not yet received) minus all liabilities
(including accrued expenses) by the total number of shares outstanding at a
particular time.

In general, the Fund values its portfolio holdings at their last available
public sale price on a Business Day in the case of securities listed on any
established securities exchange or included in NASDAQ or any comparable
foreign over-the-counter quotation system providing last sale data, or if no
sales of such securities are reported

on such date, and in the case of "over-the-counter" securities not described
above in this paragraph, at the last reported bid price. In cases where
securities are traded on more than one exchange, the securities are valued on
the exchange on which the securities are principally traded. Securities and
assets for which market quotations are not readily available are valued at
fair value as determined in good faith under the direction of the Board of
Directors of the Fund.

PURCHASE OF SHARES

You may purchase shares on any Business Day. The purchase price will be the
net asset value of the shares next computed following receipt of payment and
the Subscriber Information Form and Subscription Agreement attached to this
Prospectus. Your payment cannot be accepted until the Fund receives these
subscription documents. The minimum initial investment in the Fund is $50,000,
although the Fund may in its discretion accept purchases for a lesser amount.
There is no minimum subsequent investment. Payment may be made by check or by
wire pursuant to delivery instructions set forth in the Subscription
Instructions. If you already are a Fund shareholder, you need not submit the
subscription documents when purchasing additional shares. The Fund can reject
any purchase.

The Fund generally does not issue certificates for shares. The Fund instead
credits your account with the number of shares purchased. You should promptly
check the confirmation that is mailed after each purchase (or redemption) in
order to ensure that the purchase (or redemption) of shares reported has been
recorded accurately in your account. Statements of account will be mailed
monthly, showing transactions during the month.

The Adviser may pay out of its own resources persons who sell shares of the
Fund.

REDEMPTIONS AND DISTRIBUTIONS

Redemptions

You may redeem shares on any day the New York Stock Exchange is open for
trading. The redemption price will be the net asset value of the shares next
computed following receipt of the redemption request in proper form by the
Fund, less a redemption fee equal to 0.50% of the gross redemption proceeds.
Redemption requests must be made in writing and sent by mail to W.P. Stewart &
Co. Growth Fund, Inc., 527 Madison Avenue, New York, New York 10022, or sent
by facsimile to 212-980-8039. If certificates have been issued for the shares
being redeemed, your redemption request must be accompanied by the
certificates endorsed for transfer (or accompanied by an endorsed stock
power). The Fund can refuse any requests for redemption if a Fund
representative thinks any such request may not be properly authorized. The
Fund will not honor redemption requests that are not in proper form.

The Fund reserves the right to require the redemption of your shares if the
net asset value of such shares is reduced to less than $10,000 due to
redemptions made by you. Should the Fund elect to exercise this right, you
will receive prior written notice and you will be permitted at least 10
calendar days to purchase additional shares to increase your investment to at
least the minimum to avoid automatic redemption at the net asset value as of
the close of business on the proposed redemption date.

You will receive payment of the redemption price within seven days after
receipt of the redemption request in good order, but the Fund may suspend the
right of redemption or postpone payment during any period when (a) trading on
the New York Stock Exchange is restricted or such exchange is closed, other
than customary weekend and holiday closings; (b) the Securities and Exchange
Commission has by order permitted such suspension; or (c) an emergency, within
the meaning of the Act, exists, making sale of portfolio securities or

determination of the value of the Fund's net assets not reasonably
practicable. You will receive notice of any suspension if you have submitted a
redemption request and you have not received your redemption payment. If you
do not withdraw your redemption request after notification of a suspension,
the redemption will be made as of the day on which the suspension is lifted,
on the basis of the net asset valuation on that day.

Dividends and Distributions

The Fund intends to pay you a dividend annually representing its entire net
investment income and to distribute to you all its realized net capital gains.
Your dividends and/or any capital gain distributions will be reinvested
automatically in shares of the Fund at net asset value as of the payment date
unless you make a written request to the Fund for payment in cash at least
five days in advance of the payment date.

Checks issued upon your request for payment of dividends and capital gain
distributions in cash will be forwarded to you by first class mail. Uncashed
checks will not earn interest.

TAXATION

Taxability of Dividends and Distributions

Dividends from net ordinary income or net short-term capital gains will be
taxable to you as ordinary income and distributions from net capital gains
from the sale of assets held by the Fund for more than 12 months ("net capital
gains") will be taxable to you as long-term capital gains, regardless of
whether such distributions are paid in cash or reinvested in additional shares
of the Fund and regardless of how long you have held shares of the Fund. The
Fund expects that its distributions will consist primarily of long-term
capital gains. The maximum long-term capital gains rate for individuals is
20%. The maximum long-term capital gains rate for corporations is the same as
the maximum tax rate for ordinary income, which currently is 35%. Corporations
may be entitled to take a dividends received deduction for a portion of
certain dividends they receive. The Fund will inform you each year of the tax
status of distributions you received for the previous year. Your tax
liabilities for such distributions will depend on your particular tax
situation.

Distributions of net ordinary income or net short-term capital gains
received by a non-resident alien individual or foreign corporation which is
not engaged in a trade or business in the U.S. generally will be subject to
federal withholding tax at the rate of 30%, unless such rate is reduced by an
applicable income tax treaty to which the U.S. is a party. However, gains from
the sale by such shareholders of shares of the Fund and distributions received
by such shareholders from net capital gains generally will not be subject to
federal withholding tax.

Taxability of Transactions

Any time you redeem your shares, it is considered a taxable event for you.
Any gain or loss realized upon a redemption of shares generally will be
treated as capital gain or loss and will be long-term capital gain or loss if
you held your shares for more than 12 months. Any such long-term capital gain
derived by an individual shareholder will be taxed at the maximum rate of 20%.
Any such loss will be treated as a long-term capital loss if you held your
shares for more than one year and otherwise as a short-term capital loss. Any
such loss, however, with respect to shares that you held for six months or
less will be treated as a long-term capital loss to the extent of any long-
term capital gain distributions received.

The foregoing is a summary of some of the important federal income tax
considerations affecting the Fund and its shareholders and is not a complete
analysis of all relevant tax considerations, nor is it a complete listing of
all potential tax risks involved in purchasing or holding shares. You should
consult your own tax advisor regarding specific questions of federal, state,
local or foreign tax considerations.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by M.R. Weiser & Co., LLP,
independent auditors, whose report, along with the Fund's financial statements
are included in the annual report, which is available upon request.

<TABLE>
<CAPTION>
For the For the For the For the For the
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $213.59 $168.71 $152.65 $125.94 $101.06
------- ------- ------- ------- -------
Income or Loss From
Investment Operations
Net Investment Loss..... (2.03) (2.21) (1.87) (1.81) (1.15)
Net Gains or Losses on
Securities (both
realized and
unrealized)............ 20.40 $ 57.80 38.53 40.17 29.19
------- ------- ------- ------- -------
Total from Investment
Operations............. 18.37 55.59 36.66 38.36 28.04
Less Distributions
Distributions (from
capital gains)......... (13.00) (10.71) (20.60) (11.65) (3.16)
------- ------- ------- ------- -------
Total Distributions..... (13.00) (10.71) (20.60) (11.65) (3.16)
------- ------- ------- ------- -------
Net Asset Value, End of
Period................. $218.96 $213.59 $168.71 $152.65 $125.94
======= ======= ======= ======= =======
TOTAL RETURN (a)........ 8.76% 33.30% 24.69% 30.64% 27.73%

RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (in thousands).. $75,311 $50,650 $36,201 $19,829 $10,789
Ratio of Expenses to
Average Net Assets..... 1.90% 1.94% 2.13% 2.50% 2.50%
Ratio of Fees and
Expenses Waived and
Reimbursed by the
Adviser and
Administrator to
Average Net Assets..... -- -- .02% 0.28% 1.32%
Ratio of Net Investment
Loss to Average Net
Assets................. (1.10)% (1.26)% (1.35)% (1.51)% (1.36)%
Portfolio Turnover...... 32 % 34 % 79 % 76 % 76 %
</TABLE>
- ---------

(a) Total return is calculated assuming a purchase of common stock at net
asset value at the beginning of the period, a sale at net asset value at
the end of the period, reinvestment of all dividends and distributions at
net asset value during the period and no redemption fee. Total return
would be reduced if the redemption fee of 0.50% were taken into account.
Past performance results shown in this report should not be considered a
representation of future performance. Total return will vary and net asset
value of shares, when redeemed, may be worth more or less than their
original cost.

<PAGE>
<PAGE>
The Fund's Statement of Additional Information includes additional
information about the Fund and is incorporated by reference herein (legally
forms a part of this Prospectus). Additional information about the Fund's
investments is also available in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year. You can obtain, free of
charge, the Statement of Additional Information, annual and semi-annual
reports and additional copies of this Prospectus or make shareholder inquiries
by writing to W.P. Stewart & Co., Inc., 527 Madison Avenue, New York, New York
10022, by telephoning the Fund collect at 212-750-8585 or by sending a request
by facsimile at 212-980-8039. You can also obtain these and other related
materials at the Securities and Exchange Commission's internet site
(http://www.sec.gov) or upon paying a duplicating fee by electronic request at
the following E-mail address: [email protected], or by writing the Public
Reference Section of the Securities and Exchange Commission, Washington, D.C.
20549-0102. You can also review and copy such materials at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. (please call
1-202-942-8090 in advance for available hours).

Investment Company Act File No. 811-8128

SUBSCRIPTION APPLICATION

W.P. Stewart & Co. Growth Fund, Inc.

Subscription Instructions

Basic Subscription Documents

You may subscribe for shares of the common stock, par value $0.001 per share
("Shares"), of W.P. Stewart & Co. Growth Fund, Inc. (the "Fund") only by
completing, signing and delivering the following basic subscription documents:

(a) Subscriber Information Form: Complete all requested information, date
and sign.

(b) Subscription Agreement: Date and sign page S-8. The Subscription
Agreement may be completed by a duly authorized officer or agent on behalf
of a Subscriber.

(c) Evidence of Authorization: Subscribers which are corporations should
submit certified corporate resolutions authorizing the subscription and
identifying the corporate officer(s) empowered to sign the basic
subscription documents. Partnerships should submit an extract of the
partnership agreement identifying the general partners. Trusts should submit
a copy of the trust agreement or relevant portions thereof showing
appointment and authority of trustee(s). Employee benefit plans (including
Individual Retirement Accounts) should submit a certificate of the trustee
or an appropriate officer certifying that the subscription has been
authorized and identifying the individual empowered to sign the basic
subscription documents. (Entities may be requested to furnish other or
additional documentation evidencing the authority to invest in the Fund.)

Delivery Instructions

Basic subscription documents should be delivered or mailed to the Fund at the
following address:

W.P. Stewart & Co., Inc.
527 Madison Avenue
New York, New York 10022

All basic subscription documents will be returned to the Subscriber if this
subscription is not accepted.
- --------------------------------------------------------------------------------

S-1

Subscription Payments

Payments for the amount subscribed (not less than $50,000 unless otherwise
agreed in advance by the Fund) may be made by check, made payable to the W.P.
Stewart & Co. Growth Fund, Inc., or by wire transfer as follows:

Receiving Bank State Street Bank and Trust Company
Information: 225 Franklin Street
Boston, Massachusetts 02110
ABA No.: 011000028

For Account of: BNF=AC-65590622
Mutual Funds F/B/O W.P. Stewart

For Subaccount of: OBI=Growth Fund
Shareholder Name/Account Number

Acceptance of Subscriptions

The acceptance of subscriptions is within the absolute discretion of the
Fund, which may require additional information prior to making a determination.
The Fund will seek to notify the Subscriber of its acceptance or rejection of
the subscription prior to the date of the proposed investment. If the
subscription is rejected, the Fund will promptly refund (without interest) to
the Subscriber any subscription payments received by the Fund.

Additional Information

For additional information concerning subscriptions, prospective investors
should contact W.P. Stewart & Co., Inc. at 212-750-8585.
- - -----------------------------------------------------------------------------

S-2

W.P. Stewart & Co. Growth Fund, Inc.

Subscriber Information Form

Each Subscriber for shares of the common stock, par value $0.001 per share
("Shares"), of W.P. Stewart & Co. Growth Fund, Inc. (the "Fund") is requested
to furnish the following information (please print or type):

1.Identity of Subscriber

Name: ________________________________________________________________________

*Mailing Address: ____________________________________________________________

____________________________________________________________________

Telephone: ( )______________________________________________________________

Telecopier: ( )_____________________________________________________________

* Please indicate above the address to which Fund communications and notices
should be sent. If the Subscriber is a natural person, please also furnish
below the Subscriber's residential address if different from the address
indicated above:

Residential Address: ________________________________________________________
(If different from
Mailing Address) _____________________________________________________________

Duplicate Statement Address: _________________________________________________

_____________________________________________________________

2.Amount of Subscription

$
----------------

3.Supplemental Data for Entities

If the Subscriber is not a natural person, furnish the following
supplemental data (natural persons may skip to Question 4):

(a) Legal form of entity: ____________________________________________________

(b) Jurisdiction of organization: ____________________________________________
- - -----------------------------------------------------------------------------

S-3

4. Tax Information
- -------------------------------------------------------------------------------
PART 1-PLEASE PROVIDE Social Security
YOUR TIN IN THE BOX AT Number OR
RIGHT AND CERTIFY BY Employer
SIGNING AND DATING BE- Identification
LOW. Number

SUBSTITUTE

Form W-9

Department of the
Treasury Internal -------------------------------------------------------------
Revenue Service PART 2-CERTIFICATES-Under penalties of per-
jury, I certify that:
(1) The number shown on this form is my
correct Taxpayer Identification Number (or
I am waiting for a number to be issued for
me) and

Payer's Request (2) I am not subject to backup withholding
for Taxpayer either because: (a) I am exempt from
Identification backup withholding, or (b) I have not been
("TIN") notified by the Internal Revenue Service
(the "IRS") that I am subject to backup
withholding as a result of a failure to
report all interest or dividends, or (c)
the IRS has notified me that I am no
longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross
out item (2) above if you have been noti-
fied by the IRS that you are currently
subject to backup withholding because of
under reporting interest or dividends on
your tax return. However, if after being
notified by the IRS that you are subject
to backup withholding, you received an-
other notification from the IRS that you
are no longer subject to backup withhold-
ing, do not cross out such item (2).

-------------------------------------------------------------
SIGNATURE ............... PART-3

DATE .................... Awaiting TIN [_]
- -------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

- --------------------------------------------------------------------------------

S-4

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either
(1) I have mailed or delivered an application to receive a
Taxpayer Identification Number to the appropriate Internal
Revenue Service Center or Social Security Administration
Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a
Taxpayer Identification Number by the time of payment, 31%
of all reportable payments made to me will be withheld, but
that such amounts will be refunded to me if I then provide a
Taxpayer Identification Number within 60 days.

Signature ______________________________Date _____________

______________________________________________
Name and title or
representative capacity,
if applicable
- -------------------------------------------------------------------------------

S-5

W.P. Stewart & Co. Growth Fund, Inc.

Subscription Agreement

W.P. Stewart & Co. Growth
Fund, Inc.
c/o W.P. Stewart & Co., Inc.
527 Madison Avenue
New York, New York 10022-4212

Ladies and Gentlemen:

The undersigned (the "Subscriber") hereby acknowledges having received the
current prospectus (the "Prospectus") dated April 28, 2000 and annual report as
of December 31, 1999 of W.P. Stewart & Co. Growth Fund, Inc., a corporation
organized under the laws of the State of Maryland (the "Fund").

Subscription Commitment

The Subscriber hereby subscribes for as many shares of the common stock of
the Fund, par value $0.001 (the "Shares"), as may be purchased including
fractional shares at the net asset value per Share (as set forth in the
Prospectus) next computed after receipt prior to the close of business at the
New York Stock Exchange (normally 4:00 p.m., New York City time) of this
Subscription Agreement and payment from the Subscriber for the amount set forth
in the accompanying Subscriber Information Form completed and signed by the
Subscriber (which shall be considered an integral part of this Subscription
Agreement). This Subscription Agreement and the Subscriber Information Form
need be submitted only by new investors.

The Subscriber understands that this subscription is not binding on the Fund
until accepted by the Fund, and may be rejected by the Fund in its absolute
discretion. If so rejected, the Fund shall return to the Subscriber, without
interest or deduction, any payment tendered by the Subscriber, and the Fund and
the Subscriber shall have no further obligation to each other hereunder. Unless
and until rejected by the Fund this subscription shall be irrevocable by the
Subscriber.

Representations, Warranties and Covenants

To induce the Fund to accept this subscription, the Subscriber hereby makes
the following representations, warranties and covenants to the Fund:

(a) The information set forth in the accompanying Subscriber Information
Form is accurate and complete as of the date hereof, and the Subscriber will
promptly notify the Fund of any change in such information. The Subscriber
consents to the disclosure of any such information, and any other
information furnished to the Fund, to any governmental authority, self-
regulatory organization or, to the extent required by law, to any other
person.

(b) In deciding whether to invest in the Fund, the Subscriber has not
relied or acted on the basis of any representations or other information
purported to be given on behalf of the Fund or the investment adviser of the
Fund except as set forth in the Prospectus, the Fund's Statement of
Additional Information or the Fund's Registration Statement on Form N-1A (it
being understood that no person has been authorized by the Fund or the
Fund's investment adviser to furnish any such representations or other
information).
- --------------------------------------------------------------------------------

S-6

(c) The Subscriber has the authority and legal capacity to execute,
deliver and perform this Subscription Agreement and to purchase and hold
Shares.

(d) If the Subscriber is, or is acting on behalf of, an employee benefit
plan (a "Plan") which is subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"): (i) the Plan, and any fiduciaries
responsible for the Plan's investments, are aware of and understand the
Fund's investment objective, policies and methods, (ii) the decision to
invest the Plan's assets in the Fund by such fiduciaries was made with
appropriate consideration of and in compliance with, the investment duties
upon such fiduciaries under Section 404(a)(1)(B) of ERISA and the
diversification requirements of Section 404(a)(1)(C) of ERISA; (iii) the
fiduciary or other person signing this Subscription Agreement is independent
of the Fund and the investment adviser of the Fund; and (iv) this
subscription and the investment in the Fund contemplated hereby are in
accordance with all requirements applicable to the Plan and its trust under
its governing instruments and under ERISA.

Indemnification

The Subscriber agrees that the subscription made hereby may be accepted in
reliance on the representations, warranties, agreements, covenants and
confirmations set out above. The Subscriber agrees to indemnify and hold
harmless the Fund and the Fund's investment adviser (including for this purpose
their respective shareholders, members, directors, managers, officers and
employees, and each person who controls any of them within the meaning of
Section 20 of the Securities Exchange Act of 1934, as amended) from and against
any and all loss, damage, liability or expense, including reasonable costs and
attorneys' fees and disbursements, which the Fund, such adviser or such persons
may incur by reason of, or in connection with, any representation or warranty
made herein (or in the accompanying Subscriber Information Form) not having
been true when made, any misrepresentation made by the Subscriber or any
failure by the Subscriber to fulfill any of the covenants or agreements set
forth herein, in the Subscriber Information Form or in any other document
provided by the Subscriber to the Fund.

Miscellaneous

(a) The Subscriber agrees that neither this Subscription Agreement, nor any
of the Subscriber's rights or interest herein or hereunder, is transferable or
assignable by the Subscriber, and further agrees that the transfer or
assignment of any Shares acquired pursuant hereto shall be made only in
accordance with the provisions hereof and all applicable laws.

(b) The Subscriber agrees that, except as permitted by applicable law, it may
not cancel, terminate or revoke this Subscription Agreement or any agreement of
the Subscriber made hereunder, and that this Subscription Agreement shall
survive the death or legal disability of the Subscriber and shall be binding
upon the Subscriber's heirs, executors, administrators, successors and assigns.

(c) All of the representations, warranties, covenants, agreements and
confirmations set out above and in the Subscriber Information Form shall
survive the acceptance of the subscription made herein and the issuance of any
Shares.

(d) This Subscription Agreement together with the Subscriber Information Form
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and may be amended only by a writing executed by both
parties.

- --------------------------------------------------------------------------------

S-7

(e) Within ten days after receipt of a written request therefor from the
Fund, the Subscriber agrees to provide such information and to execute and
deliver such documents as the Fund may deem reasonably necessary to comply with
any and all laws and ordinances to which the Fund is or may be subject.

Notices

Any notice required or permitted to be given to the Subscriber in relation to
the Fund shall be sent to the address specified in Item 1 of the Subscriber
Information Form accompanying this Subscription Agreement or to such other
address as the Subscriber designates by written notice received by the Fund.

Governing Law

This Subscription Agreement shall be governed by the laws of the State of New
York without regard to the conflicts of law provisions thereof.

Dated: _______________________ Very truly yours,

______________________________________________
Name of Subscriber

______________________________________________
Signature

______________________________________________
Name and title or representative capacity,
if applicable

* * * * *

The foregoing is hereby accepted, subject to the conditions set forth herein.

Dated: _______________________ W.P. Stewart & Co. Growth Fund, Inc.

By: __________________________________________
- --------------------------------------------------------------------------------

S-8

<PAGE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

--------------

W.P. Stewart & Co. Growth Fund, Inc.

--------------

Investment Adviser

W.P. Stewart & Co., Inc.
527 Madison Avenue
New York, New York 10022

--------------

This Statement of Additional Information provides information about W.P.
Stewart & Co. Growth Fund, Inc., in addition to the information contained in
the Prospectus of the Fund dated April 28, 2000. Please retain this document
for future reference.

This Statement of Additional Information is not a prospectus. It relates to,
should be read in conjunction with and incorporates by reference the Prospectus
of the Fund. The audited financial statements and Report of the Fund's
Independent Accountants for the Fund's fiscal year ended December 31, 1999 are
incorporated by reference into this Statement of Additional Information from
the Fund's Annual Report to Shareholders for the year ended December 31, 1999.
You may obtain the Fund's Prospectus and Annual Report to Shareholders free of
charge upon request in writing or by telephoning the Fund (collect) at 212-750-
8585.

--------------

April 28, 2000

TABLE OF CONTENTS

<TABLE>
<S> <C>
ORGANIZATION OF THE FUND.................................................... 3

INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS............................. 3
Investment Objective and Methods.......................................... 3
Portfolio Turnover........................................................ 5
Fundamental Investment Policies........................................... 5
Non-Fundamental Investment Policies....................................... 6

MANAGEMENT OF THE FUND...................................................... 6

INVESTMENT ADVISORY AND OTHER SERVICES...................................... 8
Potential Conflicts of Interest........................................... 9
Duty of Care.............................................................. 10
Code of Ethics............................................................ 10

BROKERAGE ALLOCATION........................................................ 10

CUSTODIAN, ADMINISTRATOR AND SHAREHOLDER SERVICING AGENT.................... 11

INDEPENDENT AUDITOR......................................................... 12

CAPITAL STOCK............................................................... 12

DISTRIBUTION OF THE FUND'S SHARES........................................... 12

COMPUTATION OF NET ASSET VALUE.............................................. 12

PURCHASE OF SHARES.......................................................... 12

REDEMPTIONS................................................................. 13

TAX STATUS.................................................................. 13

ERISA CONSIDERATIONS........................................................ 15

FINANCIAL STATEMENTS........................................................ 15

CONTACT INFORMATION......................................................... 16
</TABLE>

ORGANIZATION OF THE FUND

W.P. Stewart & Co. Growth Fund, Inc. (the "Fund") is a corporation which was
organized under Maryland law on September 23, 1993. The Fund is a registered
open-end, non-diversified, management investment company (commonly known as a
mutual fund). The Fund commenced investment operations on February 28, 1994.
W.P. Stewart & Co., Inc., a registered investment adviser (the "Adviser"), is
the Fund's investment adviser. You may purchase shares of the Fund, par value
$0.001 per share ("Shares"), in the manner described in the Fund's prospectus
dated April 28, 2000 (the "Prospectus").

Pursuant to the laws of Maryland, the Fund's jurisdiction of incorporation,
the Board of Directors of the Fund has adopted By-Laws of the Fund that do not
require annual meetings of Fund shareholders. The absence of a requirement
that the Fund hold annual meetings of the Fund's shareholders reduces Fund
expenses. Meetings of shareholders will be held when required by the
Investment Company Act of 1940, as amended (the "Act") or Maryland law or when
called by the Chairman of the Board of Directors, the President or
shareholders owning at least 10% of the outstanding Fund Shares.

INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS

Investment Objective and Methods

The Fund's investment objective is to earn capital gains for shareholders.
The Fund's investment objective is a fundamental policy of the Fund, which may
not be changed without a vote of a majority of the outstanding shares. The
Adviser seeks to achieve the Fund's investment objective by investing in
common stocks of companies based on a variety of factors. Such factors
include: the company's record and projections of profit and earnings growth,
accuracy and availability of information with respect to the company, success
and experience of management, accessibility of management to the Adviser,
product lines and competitive position both in the U.S. and abroad, lack of
cyclicality, large market capitalization and liquidity of the company's
securities. The Fund's portfolio normally consists primarily of common stocks
of U.S.-based companies listed on the New York Stock Exchange, Inc. (the "New
York Stock Exchange"). There can be no assurance that the Fund will achieve
its investment objective.

The Fund may also invest in the following:

Repurchase Agreements: A repurchase agreement customarily requires the
seller to agree to repurchase the securities from the Fund at a mutually
agreed time and price. The total amount received by the Fund on repurchase
would be calculated to exceed the price paid by the Fund, reflecting an agreed
upon market rate of interest for the period of time to the settlement
(repurchase) date. The underlying securities are ordinarily U.S. government
securities, but may consist of other securities in which the Fund is permitted
to invest. Repurchase agreements will be fully collateralized at all times.
However, if the proceeds from any sale upon default in the obligation to
repurchase is less than the repurchase price, the Fund would suffer a loss. In
the event of a default, the Fund might incur costs and encounter delays in
liquidating collateral.

Foreign Investments: The Fund may invest in stocks issued by non-U.S.
companies. Such investments may be made through the purchase of American
Depositary Receipts ("ADRs") or directly in such foreign securities.

ADRs represent an investment in shares of non-U.S. companies but are
denominated in U.S. dollars and usually are listed on a U.S. stock exchange or
traded through NASDAQ. Investments in ADRs involve certain risks that
investments directly in U.S. stocks do not. Because the underlying security
represented by an ADR is normally denominated in a currency other than the
U.S. dollar, the value of the ADR as measured in U.S. dollars will be affected
favorably or unfavorably by movements in currency exchange rates. This may
occur even though the price of the underlying security in the foreign currency
in which the security trades directly does not vary. Dividends will normally
be declared in the currency in which the underlying security is denominated.
The amount of dividends received by the holder of an ADR as measured in U.S.
dollars will be affected favorably or unfavorably by movements in currency
exchange rates because the dividend will normally be converted into U.S.
dollars before payment. Also, dividends declared on the underlying investment
represented by an ADR generally will be subject to foreign withholding taxes.

Investments directly in the securities of foreign companies present special
risks and considerations not typically associated with investing in U.S.
securities and ADRs. In addition to the exchange rate risks and withholding
tax issues described above for ADRs, investments directly in foreign
securities may be subject to withholding taxes on capital gains. Other risks
and considerations can include political and economic instability, different
accounting and financial reporting standards, less available public
information regarding companies, exchange control and capital flow regulations
and different tax treatment. The securities markets on which such foreign
securities trade may be less liquid and settlement delays may be experienced,
resulting in losses to the Fund and periods when such assets are unavailable
to pay redemptions.

The Fund does not intend to enter into any type of transaction to hedge
currency fluctuations.

Fixed Income and Convertible Securities and Warrants: The Fund may invest in
investment grade debt or preferred equity securities, including securities
convertible into or exchangeable for other equity securities, and warrants.
Debt securities are subject to credit risk, which is the risk that the issuer
may be unable to make interest or principal payments, as well as market risk,
which is the risk that the securities may lose value because interest rates
rise. Convertible securities typically are corporate bonds or preferred stocks
that may be converted at a specified time and price into shares of common
stock. Convertible securities generally provide a fixed income stream and
afford the investor the opportunity to participate in the appreciation of the
underlying common stock. Convertible securities generally perform like regular
debt securities, that is, if interest rates rise, the value of the securities
usually will fall. Furthermore, since they are convertible into common stock,
convertible securities also have the same types of risks as investing in the
underlying common stock.

Warrants are options to buy a stated number of shares of common stock at a
specified price during the life of the warrants. Warrants involve more risk
than an investment in the underlying common stock. If the price of the
underlying common stock does not rise above the exercise price before the
warrant expires, the Fund generally will not exercise the warrant and the Fund
will lose the amount it paid for the warrant. Furthermore, the price of the
warrant will not necessarily rise if the price of the underlying common stock
rises.

Borrowing: The Fund is authorized to borrow money in an amount up to 33% of
the Fund's total assets for investment purposes. The Fund also is authorized
to borrow an additional 5% of its total assets without regard to the foregoing
limitation for temporary or emergency purposes (such as clearance of portfolio
transactions, the

payment of dividends and Share redemptions). The Adviser presently does not
intend to borrow on behalf of the Fund more than 5% of the Fund's net assets.

Illiquid Securities: The Fund may hold up to 5% of the value of its total
assets in illiquid securities, including certain securities which cannot be
readily resold to the public because of legal or contractual restrictions,
non- negotiable deposits with banks, repurchase agreements which have a
maturity of longer than seven days and securities that are not readily
marketable.

Lending Portfolio Securities. The Fund may lend its portfolio securities to
brokers, dealers and financial institutions when secured by collateral
maintained on a daily marked-to-market basis in an amount equal to at least
100% of the market value, determined daily, of the loaned securities. The Fund
may at any time demand the return of the securities loaned. The Fund will
continue to receive the income on loaned securities and will, at the same
time, earn interest on the loan collateral, a portion of which generally will
be rebated to the borrower. Any cash collateral received under these loans
will be invested in short-term money market instruments. Where voting or
consent rights with respect to the loaned securities pass to the borrower, the
Fund will follow the policy of calling the loan, in whole or in part as may be
appropriate, to permit the exercise of such voting or consent rights if the
matters involved will have a material effect on the Fund's investment in the
securities loaned. The Fund intends to limit its securities lending activities
so that no more than 5% of the value of the Fund's total assets will be
represented by securities loaned. The Fund does not currently intend to lend
securities.

Portfolio Turnover

Although the Fund will not make a practice of short-term trading, purchases
and sales of securities will be made whenever appropriate, in the Adviser's
view, to achieve the principal objective of the Fund to provide capital gains.
The rate of portfolio turnover is calculated by dividing the lesser of the
cost of purchases or the proceeds from sales of portfolio securities
(excluding short-term U.S. government obligations and other short-term
investments) for the particular fiscal year by the monthly average of the
value of the portfolio securities (excluding short-term U.S. government
obligations and short-term investments) owned by the Fund during the
particular fiscal year. The Fund's rate of portfolio turnover for the fiscal
years ended December 31, 1999 and 1998 was 32% and 34.0%, respectively. The
rate of portfolio turnover is not a limiting factor when the Adviser deems
portfolio changes appropriate to achieve the Fund's investment objective.

Fundamental Investment Policies

The Fund has adopted certain fundamental investment policies which can be
changed only with the approval of shareholders holding a majority of the total
number of outstanding Shares. As defined in the Act, this means the lesser of
(a) 67% or more of the Shares of the Fund at a meeting where more than 50% of
the outstanding Shares is present in person or by proxy or (b) more than 50%
of the outstanding Shares of the Fund.

The following is a complete list of the Fund's fundamental investment
policies:

(1) The Fund will not make short sales of securities, invest in warrants
or put or call options (or combinations thereof) or purchase any securities
on margin, except for short-term credits necessary for clearance of
portfolio transactions.

(2) The Fund will not issue senior securities;

(3) The Fund may borrow money for investment purposes in amounts up to 33
1/3% of its total assets (including the amount borrowed) and the Fund may
also borrow up to 5% of its total assets (not including the amount
borrowed) for temporary or emergency purposes.

(4) The Fund will not underwrite securities issued by others except to
the extent the Fund may be deemed to be an underwriter, under Federal
securities laws, in connection with the sale of its portfolio securities.

(5) The Fund will not invest more than 5% of the value of its total
assets in securities which cannot be readily resold to the public because
of legal or contractual restrictions or because there are no market
quotations readily available or in other "illiquid" securities (including
non-negotiable deposits with banks and repurchase agreements of a duration
of more than seven days). For purposes of this policy, illiquid securities
do not include securities eligible for resale pursuant to Rule 144A under
the Securities Act of 1933 that have been determined to be liquid by the
Fund's Board of Directors based upon the trading markets for such
securities.

(6) The Fund will not invest more than 5% of the value of its total
assets in securities of companies which, including their predecessors, have
a record of less than three years' continuous operation.

(7) The Fund will not invest more than 25% of the value of its total
assets in any one industry or group of related industries.

(8) The Fund will not invest in real estate, real estate limited
partnerships or real estate mortgage loans, although the Fund may invest in
marketable securities which are secured by real estate and marketable
securities of companies which invest or deal in real estate or real estate
mortgage loans.

(9) The Fund will not engage in the purchase or sale of commodities or
commodity futures contracts or invest in oil, gas or other mineral
exploration or development programs, although the Fund may invest in
securities issued by companies that engage in such activities.

(10) The Fund will not make loans, except that this restriction shall not
prohibit (1) the purchase of publicly distributed debt securities in
accordance with the Fund's investment objectives and policies, (2) the
lending of portfolio securities and (3) entering into repurchase
agreements.

If a percentage restriction is satisfied at the time of investment, a
subsequent increase or decrease in the percentage beyond the specified limit
resulting from a change in value or net assets will not be considered a
violation of the foregoing restrictions. Whenever any investment policy or
investment restriction states a maximum percentage of the Fund's assets which
may be invested in any security or other property, it is intended that such
maximum percentage limitation be determined immediately after and as a result
of the acquisition of such security or property.

Non-Fundamental Investment Policies

The Fund does not intend to invest in the securities of other investment
companies.

MANAGEMENT OF THE FUND

The Fund has a Board of Directors which is responsible for the management
and operations of the Fund. The Board oversees the officers of the Fund and
the Adviser and decides upon general policy matters. A majority of the
Directors are not "interested persons" (as defined in the Act) of the Fund or
the Adviser (the "Independent Directors"). The following table sets forth the
principal occupation or employment of the members of the Board of Directors
and principal officers of the Fund.

<TABLE>
<CAPTION>
Position Held with Principal Occupation
Name, Age and Address+ the Fund During Past Five (5) Years
- ----------------------- ------------------ --------------------------
<S> <C> <C>
Marilyn G. Breslow (56)*. President and Director President, Director and portfolio
manager with the Adviser since 1998,
1993 and 1990, respectively. Ms. Breslow
has served as portfolio manager with the
Fund since mid-1997.

John C. Russell (65)*.... Vice President and Director and Managing Director of W.P.
Trinity Hall, Director Stewart & Co., Ltd., the Adviser's
43 Cedar Avenue parent, since mid-1998; Director of the
P.O. Box HM 2905 Adviser or its predecessor from 1996
Hamilton HM LX Bermuda through mid-1998; General Counsel of the
Adviser's predecessor 1996-1997; Chief
Operating Officer of the Adviser's
predecessor since 1997; Director and
Vice President/Chief Operating Officer
of W.P. Stewart Securities Ltd.; Partner
of Kroll & Tract (a law firm) from 1994
through 1996.

June Eichbaum (49)....... Director Ms. Eichbaum has been a principal of
570 Lexington Avenue Major, Hagen & Africa (New York) Inc.
New York, New York 10022 (an executive search firm) since 1992.

William Talcott May (37). Director Mr. May has held various officerships
575 Madison Avenue and directorships in May family
New York, New York 10022 controlled companies engaged in the real
estate brokerage and residential
property management business since 1988.

Thomas R. LeViness (59).. Director President of Pell & LeViness, P.C. (a
90 Park Avenue law firm)
New York, New York 10016

David J. Winkler (43).... Director Senior Vice President of HRH Company of
1211 Sixth Avenue New York (a commercial insurance
New York, New York 10036 broker).

Lisa D. Levey (43)*...... Secretary General Counsel and Assistant Secretary
of W.P. Stewart & Co., Ltd., the
Adviser's parent, since mid-1998;
General Counsel and Secretary of the
Adviser or its predecessor since 1997.
From 1991 through 1996, Ms. Levey served
as General Counsel and Secretary of
Danielson Holding Corporation (a
publicly traded financial services
holding company).

Susan G. Leber (33)*..... Treasurer Deputy Finance Director of W.P. Stewart
& Co. Ltd., the Adviser's parent since
1999. From 1993 to 1999, Ms. Leber
served as Audit Manager at Lopez Edwards
Frank & Co., LLP (an accounting firm).

Alison A. Proshan (31)*.. Assistant Secretary Associate General Counsel and Assistant
Secretary of W.P. Stewart & Co., Ltd.,
the Adviser's parent and Associate
General Counsel and Assistant Secretary
of the Adviser since January 1999. From
1994 to 1999, Ms. Proshan served as an
associate at the law firm of Milbank,
Tweed, Hadley and McCloy, LLP.
</TABLE>
- ---------
* An "interested person" of the Fund as defined in the Act.
+ Unless otherwise indicated, the address of each of the members of the Board
of Directors and principal officers of the Fund is 527 Madison Avenue, New
York, New York 10022.

<PAGE>
<PAGE>
The Fund makes no payments to any of its officers and employees for services
and the Fund does not pay any retirement benefits. However, each of the Fund's
Independent Directors is paid by the Fund a fee of $1,250 for each meeting of
the Fund's Board of Directors and for each meeting of any committee of the
Board of Directors that they attend (other than those attended by telephone
conference call). Each Director is reimbursed by the Fund for any expenses he
or she may incur by reason of attending such meetings or in connection with
services he or she may perform for the Fund. The following table sets forth
the aggregate compensation paid by the Fund to the current Directors of the
Fund for service in the fiscal year ended December 31, 1999:
<TABLE>
<CAPTION>
Total
Pension or Compensation
Retirement From Fund and
Aggregate Benefits Accrued Fund Complex
Compensation As Part of Paid to
Name and Position from the Fund Fund Expenses Directors**
----------------- ------------- ---------------- -------------
<S> <C> <C> <C>
Marilyn G. Breslow*................ -- None --
President and Director
John C. Russell*................... -- None --
Vice President and Director
June Eichbaum...................... $5,000 None $5,000
Director
William Talcott May................ $5,000 None $5,000
Director
Thomas R. LeViness................. $5,000 None $5,000
Director
David J. Winkler................... $5,000 None $5,000
Director
</TABLE>
- - --------
* Directors who are "interested" do not receive compensation from the Fund.
** Neither the Adviser nor any of its affiliates serves as investment adviser
to any registered investment company other than the Fund.

As of March 31, 2000, the Directors and officers of the Fund owned less than
1% of the Shares outstanding. As of the same date, no person owned of record
or beneficially 5% or more of the Shares outstanding.

INVESTMENT ADVISORY AND OTHER SERVICES

As described in the Fund's Prospectus, the Adviser is the Fund's investment
adviser pursuant to an agreement between the Adviser and the Fund (the
"Investment Advisory Services Agreement") and, as such, manages the Fund's
portfolio. The Adviser is a Delaware corporation which was incorporated in
1998. The Adviser is registered under the Investment Advisers Act of 1940 as
an investment adviser. From February 28, 1994 (commencement of the Fund's
investment operations) to July 1, 1998, the Fund's investment adviser was the
predecessor of the Adviser's parent company. The Adviser's business office is
located at 527 Madison Avenue, New York, New York 10022-4212, its telephone
number is (212) 750-8585 and its facsimile number is (212) 980-8039. The
Adviser is a wholly owned subsidiary of W.P. Stewart & Co., Ltd., a Bermuda
corporation ("W.P. Stewart-Bermuda"), which is also registered as an
investment adviser.

8
<PAGE>
<PAGE>
The persons named below are affiliated with the Fund and are also affiliated
persons of the Adviser. The capacity in which such persons are affiliated with
the Fund and the Adviser is also indicated.

<TABLE>
<CAPTION>
Name Office Held with the Fund Office Held with the Adviser
---- --------------------------- -----------------------------
<S> <C> <C>
Marilyn G. Breslow...... Director and President Director and President
John C. Russell......... Director and Vice President None
Lisa D. Levey........... Secretary General Counsel and Secretary
Susan G. Leber.......... Treasurer None
Alison A. Proshan....... Assistant Secretary Associate General Counsel and
Assistant Secretary
</TABLE>

Under the Investment Advisory Services Agreement, the Adviser is responsible
for the management of the Fund's portfolio and constantly reviews its holdings
in the light of its own research analyses and those of other relevant sources.
Reports of portfolio transactions are reviewed by the directors of the Fund on
a regular basis.

The Adviser has agreed to waive advisory fees and/or reimburse expenses of
the Fund so that total Fund operating expenses do not exceed 2.5% of the
average annual net assets of the Fund up to $30 million, 2% of the average
annual net assets of the Fund of the next $70 million, and 1.5% of the average
daily net assets of the Fund in excess of $100 million. Fee waivers and
reimbursement are not required by the Investment Advisory Services Agreement
and may be discontinued at any time. For the fiscal years ended December 31,
1999 and December 31, 1998, the Adviser did not waive advisory fees and/or
reimburse expenses of the Fund pursuant to such waiver and/or reimbursement
agreement. During the same period, the Fund paid the Adviser and its
predecessor an advisory fee of 1.5% of the average net assets of the Fund.

For the fiscal years ended December 31, 1999, 1998 and 1997, fees payable to
the Adviser and the predecessor adviser in accordance with the terms of the
Investment Advisory Services Agreement totaled $956,167, $629,727 and
$406,906, respectively. After voluntary fee waiver and/or expense
reimbursement, for the fiscal year ended December 31, 1997 the Fund paid the
predecessor adviser $402,270.

Potential Conflicts of Interest

The Adviser manages and expects to continue to manage other investment and
trading accounts with objectives similar in whole or in part to those of the
Fund, including other collective investment vehicles which may be managed or
sponsored by the Adviser and in which the Adviser may have an equity interest.

The Investment Advisory Services Agreement requires that the Adviser act in
a manner that it considers fair, reasonable and equitable in allocating
investment opportunities to the Fund, but does not otherwise impose any
specific obligations or requirements concerning the allocation of time, effort
or investment opportunities to the Fund or any restrictions on the nature or
timing of investments for the account of the Fund and for the Adviser's own
account or for other accounts which the Adviser may manage. The Adviser is not
obligated to devote any specific amount of time to the affairs of the Fund and
is not required to give exclusivity or priority to the Fund in the event of
limited investment opportunities.

When the Adviser determines that it would be appropriate for the Fund and
one or more of its other investment accounts to participate in an investment
opportunity, the Adviser will seek to execute orders for all of the
participating investment accounts, including the Fund, on an equitable basis.
If the Adviser has determined to invest at the same time for more than one of
the investment accounts, the Adviser may place combined orders for all such
accounts simultaneously and if all such orders are not filled at the same
price, it may average the

prices paid. Similarly, if an order on behalf of more than one account cannot
be fully executed under prevailing market conditions, the Adviser may allocate
the investments among the different accounts on a basis that it considers
equitable. Situations may occur where the Fund could be disadvantaged because
of the investment activities conducted by the Adviser for other investment
accounts.

The Adviser selects the brokers to be used for the Fund's transactions, and
the Adviser's affiliate is permitted to act as broker for the Fund. By reason
of the brokerage fees the Adviser's affiliate earns by acting as broker to the
Fund, the Adviser has an incentive to select its affiliate as broker for the
Fund. See "Brokerage Allocation."

Duty of Care

The Articles of Incorporation of the Fund provide that no director or
officer of the Fund shall have any liability to the Fund or its shareholders
for damages in the absence of malfeasance, bad faith, gross negligence or
recklessness or as otherwise required by the Maryland General Corporation Law.
The Articles of Incorporation and By-Laws of the Fund contain provisions for
the indemnification by the Fund of its directors and officers to the fullest
extent permitted by law.

The Investment Advisory Services Agreement provides that the Adviser shall
not be liable to the Fund or its shareholders for any loss or damage
occasioned by any acts or omissions in the performance of its services as
Adviser in the absence of misconduct, recklessness or gross negligence or as
otherwise required by law.

Code of Ethics

The Fund and the Adviser have adopted a Code of Ethics which permits
officers and employees to invest in securities for their own accounts,
including securities that may be purchased or held by the Fund, subject to
certain restrictions. The Code of Ethics is on file with the Securities and
Exchange Commission and is available through the Securities and Exchange
Commission's EDGAR system.

BROKERAGE ALLOCATION

The Adviser is responsible for the placement of the portfolio transactions
of the Fund and the negotiation of any commissions paid on such transactions.
Portfolio securities transactions generally will be effected through brokers
on securities exchanges or directly with the issuer or an underwriter or
market maker for the securities. Purchases and sales of portfolio securities
through brokers involve a commission to the broker. Purchases and sales of
portfolio securities with dealers serving as market makers include the spread
between the bid and the asked prices.

As described in the Prospectus, the Fund is non-diversified, and tends to
take larger positions in fewer different portfolio companies than most other
mutual funds. In addition, the Adviser may select the same investments for the
Fund as for its other managed accounts, resulting in a large volume of trades
on the same day in any particular security. In an effort to obtain best
execution for its clients in the aggregate, including the Fund, the Adviser
will take into account such factors as price (including the applicable dealer
spread or commission, if any), size of order, difficulty of execution,
operational facilities of the firm involved and the firm's risk in positioning
a block of securities. In light of these considerations, brokerage
transactions normally will be effected through the Adviser's affiliate, W. P.
Stewart Securities Limited. The Adviser believes that this practice results in
a better overall price and execution to its clients, including the Fund,
although the Fund may pay commissions at a rate higher than those charged by
other brokers. The Adviser's affiliate will conduct any brokerage services it
performs for the Fund in compliance with the requirements of Section 17(e)(2)
of the Act, and the Board of Directors of the Fund has adopted procedures
designed to ensure such compliance.

<PAGE>
<PAGE>
As broker, the Adviser's affiliate will charge the Fund commissions not
exceeding the rates charged to the Adviser's institutional customers for
similar trades at the time of execution. Prior to July 1997, the Fund effected
the majority of its trades through the previous adviser to the Fund (the
predecessor of the Adviser's parent company), which was then registered as a
broker-dealer. Thereafter, the Fund effected the majority of its trades
through W. P. Stewart Securities Limited, the Adviser's affiliate, which was
formed and registered as a broker-dealer at that time. For the fiscal years
ended December 31, 1999, 1998 and 1997, the Fund paid the Adviser's
predecessor or its affiliate brokerage commissions of $93,603, $47,414 and
$82,116, respectively. For the fiscal year ended December 31, 1999, the Fund
paid total brokerage commissions of $93,603, of which approximately 100% was
paid to W.P. Stewart Securities Limited for effecting 100% of the aggregate
amount of transactions in which the Fund paid brokerage commissions. The
aggregate amount of brokerage commissions paid by the Fund for the fiscal
years ended December 31, 1998 and December 31, 1997 was $47,574 and $83,484,
respectively.

Any brokerage transactions not executed by the Adviser's affiliate (which
the Adviser believes will be on an exception only basis) will be executed by
other brokers and dealers selected by the Adviser on the basis of a variety of
factors, including the following: the ability to effect prompt and reliable
executions at favorable prices; the operational efficiency with which
transactions are effected; the financial strength, integrity and stability of
the broker; the quality, comprehensiveness and frequency of available research
and related services considered to be of value; and the competitiveness of
commission rates in comparison with other brokers satisfying the Adviser's
other selection criteria. Research and related services furnished by brokers
may include written information and analyses concerning specific securities,
companies or sectors; market, financial and economic studies and forecasts;
statistics and pricing or appraisal services, as well as discussions with
research personnel, along with hardware, software, data bases and other news,
technical and telecommunications services and equipment utilized in the
investment management process. The Adviser is authorized to pay higher
commissions to brokerage firms that provide it with such investment and
research information if the Adviser determines such prices or commissions are
reasonable in relation to the overall services provided. Research and related
services provided by broker-dealers used by the Fund may be utilized by the
Adviser or its affiliates in connection with its investment services for other
accounts and, likewise, research and related services provided by broker-
dealers used for transactions of other accounts may be utilized by the Adviser
in performing its services for the Fund. The Adviser will make appropriate
allocations so that it bears the cost of any such services used for purposes
other than for investment management, for example, for administration.

CUSTODIAN, ADMINISTRATOR AND SHAREHOLDER SERVICING AGENT

The Fund's securities and other assets will normally be held in the custody
of State Street Bank and Trust Company, which has its principal place of
business at 225 Franklin Street, Boston, MA 02110 ("State Street"). Under the
Custodian Contract, State Street is reimbursed by the Fund for its
disbursements, expenses and charges incurred in connection with the foregoing
services and receives a fee from the Fund based on the average assets of the
Fund, subject to a minimum annual fee of $36,000.

State Street also provides certain administrative services to the Fund
pursuant to an Administration Agreement, including overseeing the
determination of the net asset value of the Fund, maintaining certain books
and records of the Fund, and preparing and/or filing periodic reports,
advertising materials, supplements, proxy materials and other filings. In
consideration for these services, State Street is paid a fee based on a
percentage of the average assets of the Fund, subject to a minimum annual fee
of $65,000.

State Street also provides certain shareholder services to the Fund pursuant
to a Transfer Agency and Service Agreement, including disbursing dividends and
distributions, disbursing redemption proceeds, processing subscription
applications and serving as transfer agent and registrar. In consideration for
these services, State Street is paid a monthly fee of $2,500 ($30,000
annually).

INDEPENDENT AUDITOR

M.R. Weiser & Co., LLP, 135 West 50th Street, New York, NY 10020, serves as
the independent auditor of the Fund. It audits the Fund's annual financial
statements and renders reports thereon, which are included in the Annual
Report to Shareholders. In addition, the Fund's auditor reviews certain
filings of the Fund with the Securities and Exchange Commission and prepares
the Fund's federal and state corporation tax returns.

CAPITAL STOCK

The authorized capital stock of the Fund consists of 100,000,000 Shares, all
of one class and of $0.001 par value per Share, and all having equal voting,
redemption, dividend and liquidation rights. Shares are fully paid and non-
assessable when issued and are redeemable and subject to redemption under
certain conditions described in the Prospectus. Shares have no preemptive,
conversion or cumulative voting rights.

Pursuant to the By-Laws of the Fund adopted under the provisions of the laws
of Maryland, the Fund's jurisdiction of incorporation, the Fund will not
generally hold annual meetings of Fund shareholders. Shareholder meetings,
however, will be held when required by the Act or Maryland laws, or when
called by the Board of Directors, the President or shareholders owning at
least 10% of outstanding Shares. The Fund is obligated to bear the cost of any
such notice and meeting.

DISTRIBUTION OF THE FUND'S SHARES

The Fund is offering its Shares directly and has no underwriter, except that
the Adviser will act as placement agent where required by local law. The
Adviser may recommend an investment in the Fund but receives no fee
specifically for doing so.

The Adviser may pay out of its own resources persons who sell Shares of the
Fund.

COMPUTATION OF NET ASSET VALUE

Shares of the Fund are sold at net asset value. For a discussion of how net
asset value is determined, see "Pricing of Shares" in the Prospectus. The Fund
computes its net asset value once daily on days the New York Stock Exchange is
open for trading. The Exchange ordinarily is closed on the following days: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Using the Fund's net asset value at December 31, 1999, the maximum offering
price of the Fund's shares was as follows:

<TABLE>
<S> <C>
Net Assets...................................................... $75,311,227
Number of Shares Outstanding.................................... 343,956
Offering Price per Share........................................ $ 218.96
</TABLE>

PURCHASE OF SHARES

The methods of buying Shares are described in the Prospectus. There are no
sales charges.

The Fund may accept securities in payment of Shares provided such
securities:

(a) meet the investment objective and policies of the Fund;

(b) are acquired by the Fund for investment and not for resale;

(d) have a value which is readily ascertainable (and not established only
by valuation procedures) as evidenced by a listing on the American
Stock Exchange, the New York Stock Exchange or NASDAQ.

REDEMPTIONS

The Fund may require the redemption of your Shares in full (less a 0.5%
redemption fee) if (i) the net asset value of your Shares is reduced to less
than $10,000 due to redemptions made by you, or (ii) the Fund determines or
has reason to believe that ownership of such Shares by such shareholder will
cause the Fund to be in violation of, or require registration of any such
Shares or subject the Fund to additional registration or regulation under, the
securities laws of any relevant jurisdiction. Any such mandatory redemption
shall be effective as of the date designated by the Fund in a notice to the
shareholder (which shall be not less than 10 calendar days after delivery or
mailing of the notice of mandatory redemption).

TAX STATUS

The Prospectus of the Fund contains information about the federal income tax
status of the Fund and the federal income tax consequences of ownership of
Shares. Certain supplementary information is presented below.

The Fund has elected to qualify and intends to remain qualified as a
regulated investment company under Subchapter M of the Internal Revenue Code.
This relieves the Fund (but not its shareholders) from paying federal income
tax on income which is distributed to shareholders and permits net capital
gains of the Fund (i.e., the excess of net capital gains from the sale of
assets held for more than 12 months over net short-term capital losses) to be
treated as capital gains of the shareholders, regardless of how long
shareholders have held their Shares in the Fund.

Qualification as a regulated investment company requires, among other
things, that (a) at least 90% of the Fund's annual gross income (without
reduction for losses from the sale or other disposition of securities) be
derived from interest, dividends, payments with respect to securities loans,
and gains from the sale or other disposition of securities or options thereon
or foreign currencies, or other income derived with respect to its business of
investing in such securities or currencies; (b) the Fund diversify its
holdings so that, at the end of each quarter of the taxable year (i) at least
50% of the market value of the Fund's assets is represented by cash, U.S.
Government securities and other securities limited in respect of any one
issuer to an amount not greater than 5% of the market value of the Fund's
assets and 10% of the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of its assets is invested in the securities of
any one issuer (other than U.S. government securities); and (c) the Fund
distribute to its shareholders at least 90% of its net taxable investment
income (including short- term capital gains) other than long-term capital
gains and 90% of its net tax exempt interest income in each year.

Any gain realized by a shareholder on the redemption or other disposition of
Shares by a shareholder who is not a dealer in securities generally will be
treated as capital gain. Any such capital gain derived by an individual will
be subject to tax at the maximum rate of 20% with respect to Shares held for
more than 12 months. The maximum long-term capital gains rate for corporate
shareholders is the same as the maximum tax rate for ordinary income, which
currently is 35%.

Any capital loss realized by a shareholder on the redemption or other
disposition of Shares will be treated as long-term capital loss if such Shares
were held for more than one year. Any loss realized by a shareholder on the
redemption or other disposition of Shares which he has held for six months or
less will be treated for federal income tax purposes as a long-term capital
loss to the extent of any capital gains distributions received by the
shareholder with respect to such Shares; any capital loss on such shares in
excess of such distribution will be treated as short-term capital loss. Any
loss realized on a sale or exchange of Shares will be disallowed to the extent
that the Shares disposed of are replaced (including, for example, by receipt
of dividends paid in Shares) within a 61-day period beginning 30 days before
and ending 30 days after the date the Shares are disposed of. In such a case,
a shareholder will adjust the basis of the Shares acquired to reflect the
disallowed loss.

Since, at the time of an investor's purchase of Shares, a portion of the per
share net asset value by which the purchase price is determined may be
represented by realized or unrealized appreciation in the Fund's portfolio or
undistributed income of the Fund, subsequent distributions (or a portion
thereof) on such Shares may in reality represent a return of his capital.
However, such a subsequent distribution would be taxable to such investor even
if the net asset value of his Shares is, as a result of the distributions,
reduced below his cost for such Shares. Prior to purchasing Shares of the
Fund, an investor should carefully consider such tax liability which he might
incur by reason of any subsequent distributions of net investment income and
capital gains.

The Fund would be subject to a 4% non-deductible excise tax on certain
amounts if they are not distributed (or not treated as having been
distributed) on a timely basis in accordance with a calendar year distribution
requirement. The Fund intends to distribute to shareholders each year an
amount sufficient to avoid the imposition of such excise tax.

By law, the Fund must withhold 31% of a shareholder's distributions and
redemption proceeds if such shareholder has not provided either a taxpayer
identification number or a social security number or if the number provided is
incorrect.

Dividends and interest received by the Fund may give rise to withholding and
other taxes imposed by foreign countries. Such taxes will reduce shareholders'
return.

Dividends and distributions generally are taxable to shareholders in the
year in which they are received. Dividends declared in October, November and
December payable to shareholders of record on a specified date in October,
November and December and paid in the following January will be treated as
having been paid by the Fund and received by shareholders in such prior year.
Under this rule, a shareholder may be taxed in one year on dividends or
distributions actually received in January of the following year.

In addition to federal income taxes, shareholders of the Fund may be subject
to state, local or foreign taxes on distributions from the Fund and on
repurchases or redemptions of Shares. Shareholders should consult their tax
advisors as to the application of such taxes and as to the tax status of
distributions from the Fund and repurchases or redemptions of Shares in their
own states and localities. Non-U.S. shareholders, present in the U.S. for
substantial periods of time during a taxable year, maintaining an office or
"tax home" in the U.S., or conducting business in the U.S. with which their
Shares may be "effectively connected," should consult their tax advisors as to
whether such presence or such activities may subject them to U.S. tax as a
U.S. person or otherwise. Each shareholder who is not a U.S. person should
also consult his tax advisor regarding the federal, state, local and foreign
tax consequences of ownership of Shares of the Fund.

ERISA CONSIDERATIONS

Persons who are fiduciaries with respect to an employee benefit plan subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
including most qualified retirement plans and funded nonqualified plans of
deferred compensation (an "ERISA Plan") should consider, among other things,
the matters described below before determining whether to invest in the Fund.

ERISA imposes certain general and specific responsibilities on the persons
who are the fiduciaries responsible for investing the assets of an ERISA Plan,
including exclusive benefit of participants, prudence, diversification,
absence of prohibited transactions, conformity of governing documents, and
other standards. In determining whether a particular investment is appropriate
for an ERISA Plan, Department of Labor regulations provide that to meet the
prudence standard, a fiduciary of an ERISA Plan must give appropriate
consideration to, among other things, the role that the investment plays in
the ERISA Plan's portfolio, taking into consideration whether the investment
is reasonably designed to further the ERISA Plan's purposes, the
diversification of the Plan's portfolio, an examination of the liquidity and
current return factors relative to cash flow needs, and the projected return
of the portfolio relative to the ERISA Plan's funding objectives. Before
investing the assets of an ERISA Plan in the Fund, a fiduciary should
determine whether such an investment is consistent with the foregoing
responsibilities under ERISA. A fiduciary may need to take other factors into
consideration if the ERISA Plan permits participants to direct the investment
of their accounts and the Fund is offered as an investment alternative under
the ERISA Plan. If a fiduciary with respect to any such ERISA Plan breaches
his responsibilities with regard to selecting an investment or an investment
course of action for such ERISA Plan, the fiduciary may be held personally
liable for losses incurred by the ERISA Plan as a result of such breach.

After an investment in the Fund has been made by an ERISA Plan, the
fiduciaries responsible for that ERISA Plan's investment decisions must
periodically review the investment to determine whether it continues to
satisfy the prudence and other requirements under ERISA. It is noted that,
since the Fund is a mutual fund, the underlying assets of the Fund are not
"plan assets," within the meaning of the applicable ERISA regulations.
Consequently, the fiduciaries of an investing ERISA Plan would not normally
have responsibility for the investment decisions made by or on behalf of the
Fund with respect to those underlying assets.

The provisions of ERISA are subject to extensive and continuing
administrative and judicial interpretation and review. The discussion of ERISA
contained in this Statement of Additional Information is, of necessity,
general and may be affected by future judical decisions and administrative
regulations and rulings. Potential investors should consult with their legal
advisors regarding the consequences under ERISA of the acquisition and
ownership of Shares.

FINANCIAL STATEMENTS

The Fund will furnish to its shareholders annual reports containing
financial statements examined by the Fund's independent auditors as soon as
practicable after the end of the fiscal year of the Fund. The Fund will
furnish, without charge, copies of its latest Semi-Annual and Annual Reports
to Shareholders upon request.

The audited financial statements and Report of the Fund's Independent
Accountants for the Fund's fiscal year ended December 31, 1999 are
incorporated by reference into this Statement of Additional Information from
the Fund's Annual Report to Shareholders for the year ended December 31, 1999.
The Fund's Annual Report to Shareholders can be obtained free of charge upon
request in writing or by telephoning the Fund.

The financial statements of the Fund included in the Annual Report to
Shareholders for the year ended December 31, 1999 have been incorporated
herein by reference, in reliance with respect to the Financial Statements, on
the report of M.R. Weiser & Co., LLP, independent auditors, given on the
authority of that firm as experts in auditing and accounting.

CONTACT INFORMATION

For further information regarding the Fund or to request copies of the
Fund's Prospectus or Registration Statement free of charge, telephone or write
to W.P. Stewart & Co., Inc., 527 Madison Avenue, New York, New York 10022,
Telephone: 212-750-8585, Facsimile: 212-980-8039.

PART C

OTHER INFORMATION

Item 23. EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
(a) Amended Articles of Incorporation of the Fund. Incorporated by
reference from Exhibit 1 to Post-Effective Amendment No. 5 to the
Registration Statement filed on Form N-1A on May 7, 1998 (File No. 33-
71142).
(b) Amended By-Laws of the Fund. Incorporated by reference from Exhibit 2
to Post-Effective Amendment No. 6 to the Registration Statement filed
on Form N-1A on September 25, 1998 (File No. 33-71142).
(c) Portions of Articles of Incorporation and By-Laws of the Fund defining
the rights of holders of shares in the Fund. Incorporated by reference
from Exhibit 4 to Post-Effective Amendment No. 5 to the Registration
Statement filed on Form N-1A on May 7, 1998 (File No. 33-71142).
(d) Investment Advisory Services Agreement between the Fund and the
Adviser.*
(e) Not Applicable
(f) Not Applicable
(g) (i) Custodian Contract between the Fund and State Street Bank and
Trust Company. Incorporated by reference from Exhibit 8 to Post-
Effective Amendment No. 5 to the Registration Statement filed on Form
N-1A on May 7, 1998 (File No. 33-71142).
(ii) Amendment to Custodian Contract. Incorporated by reference from
Exhibit (g)(ii) to Post-Effective Amendment No. 7 to the Registration
Statement filed on Form N-1A on February 26, 1999 (File No. 33-71142).
(h) Administration Agreement and Transfer Agency and Service Agreement,
each between the Fund and State Street Bank and Trust Company.
Incorporated by reference from Exhibit 9 to Post-Effective Amendment
No. 5 to the Registration Statement filed on Form N-1A on May 7, 1998
(File No. 33-71142).
(i) Opinion of Sutherland, Asbill & Brennan, former counsel for the Fund.
Incorporated by reference from Exhibit 10 to Post-Effective Amendment
No. 5 to the Registration Statement filed on Form N-1A on May 7, 1998
(File No. 33-71142).
(j) (i) Consent of M.R. Weiser & Co., LLP, independent auditors for the
Fund.*
(ii) Consent of Swidler Berlin Shereff Friedman, LLP, legal counsel to
the Fund.*
(k) Not applicable
(l) Subscription Agreement between the Fund and WPS&Co., N.V. Incorporated
by reference from Exhibit 13 to Post-Effective Amendment No. 5 to the
Registration Statement filed on Form N-1A on May 7, 1998 (File No. 33-
71142).
</TABLE>

C-1
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
(m) Not Applicable
(n) Not Applicable
(o) Not Applicable
(p) Code of Ethics*
(q) Powers of Attorney. Incorporated by reference from Exhibit 24 to Post-
Effective Amendment No. 5 to the Registration Statement filed on Form
N-1A on May 7, 1998 (File No. 33-71142) and Exhibit (o)(ii) to Post-
Effective Amendment No. 7 to the Registration Statement filed on Form
N-1A on February 26, 1999 (File No. 33-71142).
</TABLE>
- ---------
* Filed herewith.

Item 24. Persons Controlled by or Under Common Control with Registrant

As of the date hereof, the Fund is not controlled by any person other than
the directors of the Fund and the Adviser, as members of its Board of
Directors and investment adviser to the Fund, in their respective capacities
as such.

Item 25. Indemnification

Every person who is or was a director, officer or employee of the Fund has
the right to be indemnified to the fullest extent permitted by law for any
liabilities incurred and reasonable expenses of defending against claims or
threatened claims in connection with his office, except in cases of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
in the conduct of his office. See Article Ninth of the Articles of
Incorporation and Article 9 of the Amended By-Laws for a more complete
description of matters related to indemnification.

Item 26. Business and Other Connections of Investment Adviser

The Adviser, including the Fund's predecessor adviser, has been engaged
since 1973 in the business of providing discretionary and non-discretionary
investment advisory services and brokerage services to various clients.

John A. Allison is a Director and portfolio manager of the Adviser and since
January 2000 has served as Chairman and Chief Executive Officer of W.P.
Stewart Asset Management Ltd., an affiliate of the Adviser.

Joseph S. Frelinghuysen, Jr. is an outside Director of the Adviser and since
1989 has served as President of J.S. Frelinghuysen & Co., Inc., an investment
banking firm.

Marilyn G. Breslow is President and Director of the Fund and has served as
President, Director and portfolio manager of the Adviser since 1998, 1993 and
1990, respectively.

Lisa D. Levey is Secretary of the Fund, General Counsel and Secretary of the
Adviser and since June 1998 has served as General Counsel and Assistant
Secretary of W.P. Stewart & Co., Ltd., the Adviser's parent, and several of
its affiliates.

Alison A. Proshan is Assistant Secretary of the Fund, Associate General
Counsel and Assistant Secretary of the Adviser and, since January 1999 has
served as Associate General Counsel and Assistant Secretary of W.P. Stewart &
Co., Ltd., the Adviser's parent, and several of its affiliates.

Item 27. Principal Underwriters

(a) Not applicable

(b) Not applicable

C-2

<PAGE>
<PAGE>
Item 28. Location of Accounts and Records
<TABLE>
<CAPTION>
Name of
Account, Book or Other Document Person Maintaining
------------------------------- ------------------
(Numbers refer to Subparagraphs under Rule 31a-1(b)
of the Act)
<C> <S> <C>
(1) Journals (or other records or original entry) State Street Bank
containing an itemized daily record in detail and Trust Company
of all purchases and sales of securities, all
receipts and deliveries of securities, all
receipts and disbursements of cash and all
other debits and credits.
(2) General and auxiliary ledgers (or other State Street Bank
records) reflecting all asset, liability, and Trust Company
reserve, capital, income and expense accounts.
(3) Not applicable
(4) Corporate Charters, By-Laws and Minute Books The Adviser
(5) Record of each brokerage order given by or on State Street Bank
behalf of the Fund and Trust Company
(6) Record of all other portfolio purchases or State Street Bank
sales and Trust Company
(7) Record of Options (if any) and commitments State Street Bank
and Trust Company
(8) Trial balances State Street Bank
and Trust Company
(9) Brokerage Records The Adviser
and/or W.P.
Stewart
Securities
Limited
(10) Records of authorizations The Fund
(11) Advisory Material The Fund
All other records (if any) required to be The Fund
maintained by paragraph (a) of Rule 31a-1
</TABLE>

All records maintained by the Adviser or the Fund will be maintained at 527
Madison Avenue, New York, New York 10022.

All records maintained by W.P. Stewart Securities Limited will be maintained
at Trinity Hall, 43 Cedar Avenue, P.O. Box HM2905, Hamilton HM LX, Bermuda.

All records maintained by State Street Bank and Trust Company will be
maintained at 225 Franklin Street, Boston, MA 02110.

Item 29. Management Services

Not Applicable

Item 30. Undertakings

Not applicable.

C-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of
the requirements for effectiveness under Rule 485(b) under the Securities Act
of 1933 and has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City
of New York and State of New York on the 10th day of May, 2000.

W.P. Stewart & Co. Growth Fund, Inc.

*
By: _________________________________
---------------------------------
Name: Marilyn G. Breslow
Title:President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Signature Title Date

* Director and
President
- ------------------------------------
Marilyn G. Breslow

* Director and Vice
President
- ------------------------------------
John C. Russell

* Director
- -------------------------------------
June Eichbaum

* Director
- -------------------------------------
William Talcott May

* Director
- -------------------------------------
Thomas R. LeViness

* Director
- -------------------------------------
David J. Winkler

/s/ Lisa D. Levey May 10, 2000
*By:
--------------------------------
Lisa D. Levey
Attorney-in-Fact

C-4
<PAGE>
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------

<C> <S>

(d) Investment Advisory Services Agreement between the Fund and the
Adviser

(j)(i) Consent of M. R. Weiser & Co., LLP

(j)(ii) Consent of Swidler Berlin Shereff Friedman, LLP

(p) Code of Ethics
</TABLE>

C-5

Exhibit (d)

INVESTMENT ADVISORY SERVICES AGREEMENT
--------------------------------------

This Agreement is made as of the 28th day of October 28, 1998 between W.P.
Stewart & Co. Growth Fund, Inc., a Maryland corporation (the "Fund"), and W.P.
Stewart & Co., Inc., a Delaware corporation (the "Adviser").

WITNESSETH:

WHEREAS, the Fund desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Adviser and to
have the Adviser manage the Fund and perform for the Fund various other services
appropriate to the operations of the Fund pertaining to assets of the Fund; and

WHEREAS, the Adviser is willing to furnish such management and other
services in accordance with the terms hereof;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereby agree as follows:

1. The Fund hereby engages the Adviser to manage the investment and
reinvestment of the assets of the Fund and to perform the other services
provided herein, subject to the supervision and control of the Board of
Directors of the Fund. The Adviser hereby accepts such engagement and agrees, at
its own expense, to render the services and to assume the obligations set forth
herein, for the compensation set forth herein.

2. As part of its obligations to manage the investment and reinvestment
of the assets of the Fund, the Adviser shall:

(a) obtain and evaluate such economic, statistical and financial data
and information and undertake such additional investment research as it
shall deem necessary or advisable in connection with the management of the
investment and reinvestment of the assets of the Fund in accordance with
the Fund's investment objectives and policies as adopted from time to time
and provided in writing to the Adviser;

(b) take such steps as are necessary to implement the investment
policies of the Fund by the purchase and sale of securities, consistently,
in its opinion, with the investment policies and objectives of the Fund
including the placing of orders for such purchase and sale;

(c) report regularly to the Board of Directors with respect to the
implementation of the investment policies of the Fund; and

(d) determine the net asset value of the shares of the Fund as
required by applicable law.

3. All activities in connection with the management of the affairs of the
Fund undertaken by the Adviser pursuant to this Agreement shall at all times be
subject to the supervision and control of the Board of Directors, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority; and the Fund shall have ultimate responsibility and authority for
direction and control of the services provided hereunder. In particular, the
Fund shall at all times retain the ultimate responsibility for and control of
all investments made hereunder, and the Fund reserves the right to direct,
approve or disapprove any action taken on its behalf by the Adviser.

4. The Adviser agrees to make its principal executive officers available
as principal executive officers of the Fund at no expense to the Fund. The
Adviser shall furnish to the Fund at the Adviser's own expense or pay the
expenses of the Fund, subject to Section 5 and subject to possible reimbursement
by an entity other than the Fund, for the following:

(a) office space in such place or places as may be agreed upon from
time to time, and appropriate office supplies, facilities, and equipment;

(b) executive and other personnel appropriate for managing the
affairs of the Fund, including personnel to perform clerical, bookkeeping,
accounting, stenographic and other office functions (exclusive of those
related to, and to be performed under, contracts for custodial, transfer
agency, dividend disbursing, shareholder servicing agency and accounting
services by any financial institution selected to perform such services);

(c) compensation, if any, of directors of the Fund who are directors,
officers or employees of the Adviser or any affiliated person (other than a
registered investment company) of the Adviser; and

(d) all services, other than services of counsel, required in
connection with (i) the preparation of registration statements,
prospectuses and other disclosure documents, including amendments and
revisions thereto, (ii) all annual, semi-annual and periodic reports and
(iii) notices and proxy solicitation material furnished to shareholders of
the Fund or regulatory authorities.

5. Nothing in Section 4 hereof shall require the Adviser to bear, or to
reimburse the Fund for:

(a) any of the costs of printing and mailing the items referred to in
Subsection (d) of Section 4;

(b) any of the costs of preparing, printing and distributing sales
literature;

(c) compensation of directors of the Fund who are not directors,
officers or employees of the Adviser or any affiliated person (other than a
registered investment company) of the Adviser;

(d) registration, filing and other fees in connection with
requirements of regulatory authorities;

(e) charges and expenses of independent accountants retained by the
Fund;

(f) charges and expenses of any transfer agents and registrars
(including the Adviser and any of its affiliates) appointed by the Fund;

(g) brokers' commissions (including those payable to the Adviser) and
other costs and issue and transfer taxes chargeable to the Fund in
connection with securities transactions to which the Fund is a party;

(h) taxes and fees payable by the Fund to Federal, state or other
governmental agencies;

(i) the cost of printing and mailing dividend notices, dividend
payments and stock certificates representing shares of the Fund;

(j) legal fees and expenses in connection with the affairs of the
Fund including registering and qualifying the Fund or its shares with
Federal and state regulatory authorities;

(k) expenses of meetings of shareholders and directors of the Fund;

(l) insurance premiums for fidelity and other coverage of the Fund's
operations;

(m) fees and dues of the Investment Company Institute;

(n) such non-recurring expenses as may arise, including those
relating to actions, suits or proceedings affecting the Fund and the legal
obligations which the Fund may have to indemnify its employees, officers
and directors with respect thereto; and

(o) interest, including interest on borrowings by the Fund, if any.

Notwithstanding the other provisions of this Section 5 and Section 4,
the Adviser shall pay or reimburse the Fund for all expenses of the organization
of the Fund and the initial registration of the Fund and its shares, including,
but not limited to, fees and disbursements of legal counsel and the accountants
of the Fund, all filing and other governmental fees and printing costs,
including the printing of the Fund's preliminary prospectus and up to 5,000
copies of the

Fund's final initial prospectus (and an equal number of copies of the Statement
of Additional Information).

6. The services of the Adviser to the Fund hereunder shall not be deemed
exclusive, and the Adviser shall be free to render similar services, so long as
its services hereunder are not impaired thereby. When the Adviser determines
that it would be appropriate for the Fund and any other account managed by the
Adviser to participate in an investment opportunity, the Adviser will seek to
execute orders on a basis which is fair, reasonable and equitable to all such
accounts. In such situations, the Adviser may place orders for each account
simultaneously and if all such orders are not filled at the same price, the
Adviser may cause each account to pay or receive the average of the prices at
which the orders were filled for all accounts. If all such orders cannot be
fully executed under prevailing market conditions, the Adviser may allocate the
securities traded among the accounts on a basis which it considers equitable,
taking into account the size of the order placed for each such account as well
as any other factors which it deems relevant.

7. (a) As full compensation for all services rendered, facilities
furnished and expenses borne by the Adviser hereunder, the Fund shall pay the
Adviser compensation quarterly in arrears at an annual rate of one and one half
percent (1.5%) of the average daily net assets of the Fund (the "Advisory Fee").
Each payment of the Advisory Fee shall be due and payable promptly after the
last day of the fiscal quarter in respect of which such payment is payable. The
average daily net assets of the Fund shall be computed in accordance with
applicable provisions of the Fund's articles of incorporation and disclosure
document for investors, as each may be amended from time to time. For purposes
of this Agreement, the fiscal year of the Fund shall be deemed to end on
December 31 of each year.

(b) In the event of the expiration or termination of this Agreement
in accordance with the terms hereof other than on the last day of any fiscal
quarter, the Advisory Fee for the fiscal quarter which includes such expiration
or termination shall be prorated to the effective date thereof.

8. If the total of all ordinary business expenses of the Fund (including
investment advisory fees but excluding taxes, portfolio brokerage commissions,
interest and, where permitted, extraordinary expenses) for any fiscal year
exceeds the lowest applicable percentage of average net assets or income
limitations prescribed by any state, to the extent the Adviser would be required
to pay such excess if the Fund's securities were qualified for sale in such
state, the Adviser shall pay such excess annually before publication of the
Fund's Annual Report.

9. The Adviser shall place the portfolio transactions of the Fund with
brokers and negotiate any commissions paid on such transactions when not
effected by the Adviser or an affiliate of the Adviser acting as broker. In
placing portfolio transactions, the Adviser shall seek to obtain the best
execution for the Fund, taking into account such factors as price (including the
applicable dealer spread or commission, if any), size of order, difficulty of
execution, operational facilities of the brokers involved and the broker's risk
in positioning a block of securities. When

selecting brokers or effecting transactions directly on behalf of the Fund, the
Adviser shall comply with all applicable provisions of the Fund's disclosure
document for investors and the Investment Company Act of 1940 (the "1940 Act"),
including without limitation Section 17 thereof and the rules thereunder, as may
be amended from time to time.

10. It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Adviser, any affiliated
person of the Adviser, any organization in which the Adviser may have an
interest or any organization which may have an interest in the Adviser; that the
Adviser, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the articles of incorporation of the Fund and the Adviser,
respectively, or by specific provisions of applicable law.

11. This Agreement shall become effective as of the date of its execution
and delivery, and

(a) shall be in effect for two years after its date of execution and
shall continue in force from year to year thereafter, subject to prior
termination as provided herein, but only so long as its continuance shall
be approved specifically at least annually by (i) the Board of Directors of
the Fund, including specific approval by a majority of the Directors who
are not interested persons of any party to this Agreement (other than as
Directors of the Fund) by votes cast in person at a meeting specifically
called for such purpose ("Disinterested Director Vote") or (ii) the issued
and outstanding voting securities of the Fund by a majority vote and a
Disinterested Director Vote;

(b) may at any time be terminated either by vote of the Board of
Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Fund (i) on sixty days' written notice to the Adviser or
(ii) if the Adviser fails to perform in a satisfactory manner;

(d) may be terminated by the Adviser on sixty days' written notice to
the Fund.

Termination of this Agreement pursuant to this Section 11 shall be without the
payment of any penalty.

12. The Adviser hereby acknowledges that all records necessary to the
operation of the Fund, including records pertaining to the Fund's shareholders
and investments, are the sole and exclusive property of the Fund, and in the
event that a transfer of management or investment advisory services to someone
other than the Adviser should ever occur, the Adviser will promptly, and at its
own cost, take all steps necessary to segregate such records and deliver them

to the Fund, free from any claim or retention of rights by the Adviser. The
Adviser agrees to maintain and preserve, for the periods described by Rule 31a-2
pursuant to the 1940 Act, any books and records with respect to the Fund's
securities transactions and any other records required to be maintained by said
Rule which are not being maintained by a custodian or any other party pursuant
to an agreement with the Fund. The Adviser will provide materials relating to
its services as may be requested by the Fund or as may be required by any
governmental agency with proper jurisdiction. The Adviser also agrees to
maintain all such records and accounts in a confidential manner and agrees not
to disclose or use any records or information obtained hereunder in any manner
except as expressly authorized herein. The Adviser will keep confidential any
information obtained pursuant hereto and disclose such information only if the
Fund has authorized such disclosure, or if such disclosure is expressly required
by appropriate state or Federal regulatory authorities.

13. The Fund and the Adviser are not partners or joint venturers with each
other and nothing herein shall be construed so as to make them partners or joint
venturers or impose any liability as such on either of them. The Adviser shall
be deemed to be an independent contractor and, except as expressly provided or
authorized in this Agreement, shall have no authority to act for or represent
the Fund.

14. This Agreement shall be subject to all applicable provisions of law,
including without limitation the applicable provisions of the 1940 Act. To the
extent that any provisions herein contained conflict with any applicable
provisions of law, the latter shall control.

15. This Agreement is executed and delivered in the State of New York and
shall be construed in accordance with its laws, without regard to its rules
regarding conflict of laws.

16. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument.

17. This Agreement may be amended only by mutual consent of the parties by
an instrument in writing signed by the parties, provided that such consent on
the part of the Fund shall be approved (i) by an affirmative vote of a majority
of the outstanding voting securities of the Fund and (ii) by a Disinterested
Director Vote.

18. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have the meanings set forth in the 1940 Act, subject to such
exemptions as may be granted by the Securities and Exchange Commission pursuant
to the 1940 Act.

19. Neither the Adviser nor any of its affiliates, officers, directors,
managers, members or employees shall have any liability to the Fund or any
shareholder of the Fund for any error of judgment, mistake of law or any loss
arising out of any investment, or for any other act or omission in the
performance by the Adviser of its duties hereunder, except for liability

resulting from (i) willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder and (ii) a breach of fiduciary duty with respect to the receipt of
compensation for services, but only to the extent specified in (S)36(b) of the
1940 Act.

IN WITNESS WHEREOF, the Fund and the Adviser have executed this Agreement
as of the day and year first above written.

W.P. STEWART & CO., INC. W.P. STEWART & CO. GROWTH FUND, INC.

By: By:
-------------------------- ---------------------------
Name: Name:
Title: Title:

Exhibit (j)(i)

M.R.Weiser & Co., LLP
Certified Public Accountants
and Consultants

3000 Marcus Avenue
Lake Success, NY 11042
Tel 516-488-1200

CONSENT OF M.R. WEISER & CO., LLP

As the independent certified public accountants of W.P. Stewart & Co. Growth
Fund, Inc., we hereby consent to the incorporation by reference to the annual
report to shareholders in the annual registration statement, as well to all
references to our firm included or made part of this registration statement.

/s/ M.R. Weiser & Co., LLP

M.R. Weiser & Co., LLP

Lake Success, New York
May 9, 2000

Exhibit (j)(ii)

CONSENT OF SWIDLER BERLIN SHEREFF FRIEDMAN, LLP

We hereby consent to the reference to our firm included in the
prospectus and statement of additional information of W.P. Stewart & Co.
Growth
Fund, Inc. filed as part of Registration Statement No. 33-71142.

/s/ Swidler Berlin Shereff Friedman, LLP
Swidler Berlin Shereff Friedman, LLP

New York, New York
May 10, 2000

CODE OF ETHICS

FOR

W.P. STEWART & CO., INC.

AND

W.P. STEWART & CO. GROWTH FUND, INC.

<PAGE>
<PAGE>
I. PURPOSE

W.P. Stewart & Co., Inc. has a fiduciary duty to its clients which
requires each employee to act solely for the benefit of clients. This Code of
Ethics (the "Code") has been adopted in accordance with Rule 17j-1(b) under
the Investment Company Act of 1940, as amended (the "Act"), and relates
specifically to activities in connection with W.P. Stewart & Co. Growth Fund,
Inc. (the "Fund"). Rule 17j-1 under the Act generally proscribes fraudulent
or manipulative practices with respect to purchases or sales of securities
held or to be acquired by investment companies, if effected by affiliated
persons of such companies or of their investment advisers or principal
underwriters. The purpose of this Code is to provide regulations and
procedures consistent with the Act, and Rule 17j-1 thereunder, designed to
give effect to the general prohibitions set forth in Rule 17j-1(a) as follows:

It shall be unlawful for any affiliated person of or principal
underwriter for a registered investment company, or any affiliated person
of an investment adviser of or principal underwriter for a registered
investment company in connection with the purchase or sale, directly or
indirectly, by such person of a security held or to be acquired, as
defined in the Rule, by such registered investment company:

1. To employ any device, scheme or artifice to defraud such registered
investment company;

2. To make to such registered investment company any untrue statement
of a material fact or omit to state to such registered investment
company a material fact necessary in order to make the statements
made, in light of the circumstances under which they are made, not
misleading;

3. To engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon any such registered
investment company; or

4. To engage in any manipulative practice with respect to such
registered investment company.

Also, each officer and employee of W.P. Stewart & Co., Inc. has a duty to
act in the best interest of the firm. In addition to the various laws and
regulations covering our activities, it is clearly in our best interest as a
professional investment advisory organization to avoid potential conflicts of
interest or even the appearance of such conflict with respect to the conduct
of our officers and employees. While it is not possible to anticipate all
instances of potential conflict, the standard is clear.

<PAGE>
<PAGE>
II. GENERAL PRINCIPLES

In light of our professional and legal responsibilities, we believe it is
appropriate to restate and periodically distribute the Adviser's Code to all
employees. Our aim is to be as flexible as possible in our organization and
our internal procedures, while simultaneously protecting our organization and
our clients from the damage that could arise from a situation involving a real
or apparent conflict of interest. As a general principle, it is imperative
that those who work for or on behalf of an investment company avoid any
situation that might compromise, or call into question, their exercise of
fully independent judgment in the interests of shareholders. If you have any
doubt as to the propriety of any activity, you should consult the Review
Officer.

While it is not possible to specifically define and prescribe rules
regarding all possible cases in which conflicts might arise, this Code is
designed to set forth our policy regarding employee conduct in those
situations in which conflicts are most likely to develop. As you consider the
more detailed portions of the Code below, you should keep in mind the
following fundamental fiduciary principles that govern personal investment
activities:

A. The interests of the Fund's shareholders must come first. In any
decision relating to your personal investments, you must
scrupulously avoid serving your own interests ahead of those of the
shareholders.

B. Personal investment should comport with both the letter and the
spirit of this Code, and should avoid any actual or potential
conflicts of interest.

C. Investment company and adviser personnel should not take
inappropriate advantage of their position.

III. DEFINITIONS

A. "Adviser" means W.P. Stewart & Co., Inc.

B. "Fund" means W.P. Stewart & Co. Growth Fund, Inc.

C. "Access Person" means any director, officer or Advisory Person of
the Fund or Adviser, including any person fitting within the
category of Investment Personnel.

D. "Advisory Person" means (1) any employee of the Fund or Adviser or
of any company in a Control relationship to such Fund or the
Adviser, who in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding
the purchase or sale of a security by the Fund, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales; and (2) any natural person in a Control
relationship, or deemed by the Review Officer to be in a Control
relationship, to the Fund or Adviser who

2
<PAGE>
<PAGE>
obtains information concerning the recommendations made to the Fund
with regard to the purchase or sale of a security.

E. "Investment Personnel" means those Access Persons who have the
responsibility and authority to make investment decisions affecting
the Fund or who assist in the process of making such decisions
(e.g., by providing information and advice with respect to, or by
executing, such decisions). Investment Personnel includes, but is
not limited to, portfolio managers, including the Fund Portfolio
Manager and other members of the investment research group that
selects the group of securities in which the Adviser's accounts
(such as the Fund) may invest, securities analysts and traders.

F. "Fund Portfolio Manager" means the Access Person(s) who has primary
responsibility and authority to make investment decisions on behalf
of the Fund.

G. "Beneficial Ownership" shall be interpreted to include any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares a direct or
indirect pecuniary interest in the security. As set forth in Rule
16a-1(a)(2) of the Securities Exchange Act of 1934, the term
"pecuniary interest" in securities shall mean the opportunity,
directly or indirectly, to profit or share in any profit derived
from a transaction in the subject securities.

H. "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.

I. "Disinterested director" means a director of the Fund who is not an
"interested person" of the Fund within the meaning of Section
2(a)(19) of the Act.

J. "Review Officer" means the officer of the Adviser designated from
time to time by the Adviser to receive and review reports of
purchases and sales by Access Persons.

K. "Security" shall have the meaning set forth in Section 2(a)(36) of
the Act, except that it shall not include shares of registered open-
end investment companies, securities issued by the United States
Government, short-term debt securities which are "government
securities" within the meaning of Section 2(a)(16) of the Act,
bankers' acceptances, bank certificates of deposit and commercial
paper and other money market instruments as designated by the Review
Officer in consultation with counsel.

L. "Purchase or sale of a security" includes, among other things, the
purchase or writing of an option to purchase or sell such security,
with respect to a convertible security, the conversion of such
security, the purchase, sale or exercise of a warrant for the
purchase of such security, the purchase or sale of any futures
contract or option

3
<PAGE>
<PAGE>
on any futures contract relating to such security, and the purchase
or sale of any other commodity or derivative relating to such
security.

M. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.

N. "Security held or to be acquired" by the Fund means any security
which, within the most recent 15 days, (i) is or has been held by
the Fund, or (ii) is being or has been considered by the Fund or the
Adviser for purchase by the Fund.

O. "Personal Securities Transaction" means (i) transactions for your
own account, including IRA's, or (ii) transactions for an account in
which you have indirect beneficial ownership, unless you have no
direct or indirect influence or control over the account. Accounts
involving family (including husband, wife, minor children or other
dependent relatives), or accounts in which you have a beneficial
interest (such as a trust of which you are an income or principal
beneficiary) are included within the meaning of "indirect beneficial
interest."

IV. EXEMPTED TRANSACTIONS

A. Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or Control;

B. Purchases or sales of securities which are not eligible for purchase
or sale by the Fund;

C. Purchases or sales which are non-volitional on the part of the
Access Person;

D. Purchases which are part of an automatic dividend reinvestment plan;

E. Purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer, and sales of such rights
so acquired.

F. Purchases or sales which receive the prior approval of the Review
Officer because they are only remotely potentially harmful to the
Fund because they would be very unlikely to affect a highly
institutional market, or because they clearly are not related
economically to the securities to be purchased, sold or held by the
Fund.

G. The Review Officer may grant exemptions from the personal trading
restrictions in this Code upon determining that the transaction for
which an exemption is requested

4
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would not violate any policy embodied in this Code and that an
exemption is appropriate to avoid an injustice to the employee in
the particular factual situation presented. Factors to be
considered may include: the size and holding period of the
employee's position in the security, the market capitalization of
the issuer, the liquidity of the security, the reason for the
employee's requested transaction, the amount and timing of client
trading in the same or a related security, and other relevant
factors.

Any employee wishing an exemption should submit a written request to
the Review Officer setting forth the pertinent facts and reasons why
the employee believes that the exemption should be granted.
Employees are cautioned that exemptions are intended to be
exceptions, and repetitive exemptive applications by an employee
will not be well received.

V. RESTRICTIONS AND PROCEDURES
ON PERSONAL SECURITIES TRANSACTIONS

A. Prohibited Transactions: Except as otherwise provided in Section IV
-----------------------
hereof:

1. No Access Person shall reveal to any other person (except in
the normal course of his or her duties on behalf of the Fund)
any information regarding securities transactions by the Fund
or consideration by the Fund or the Adviser of any such
securities transaction.

2. No Access Person shall recommend any securities transaction by
the Fund without having disclosed his or her interest, if any,
in such securities or the issuer thereof, to the Review
Officer, including without limitation (i) his or her direct or
indirect beneficial ownership of any securities of such issuer;
(ii) any contemplated transaction by such person in such
securities, which transaction may be materially impacted by the
recommended transaction by the Fund; (iii) any position with
such issuer or its affiliates; and (iv) any present or proposed
business relationship between such issuer or its affiliates, on
the one hand, and such person or any party in which such person
has a significant interest, on the other.

B. Gifts: No Access Person shall receive any gift or other thing of
-----
more than de minimis value ($100) from any person or entity that does
business with or on behalf of the Fund.

C. Other Conflicts of Interest: Access Persons should also be aware
---------------------------
that areas other than personal securities transactions or gifts and
sensitive payments may involve conflicts of interest. The following
should be regarded as examples of situations involving real or
potential conflicts rather than a complete list of situations to
avoid.

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<PAGE>
1. "Inside Information" - The use of "inside information" applies to
Personal Securities Transactions as well as to client
transactions.

2. "Use of Information" - Information acquired in connection with
employment by the organization may not be used in any way which
might be contrary to or in competition with the interests of
clients.

3. "Disclosure of Information" - Information regarding actual or
contemplated investment decisions, research priorities or client
interests should not be disclosed to persons outside our
organization and in no way can be used for personal gain.

D. Initial Public Offerings: Investment Personnel shall not acquire
------------------------
any securities in an initial public offering, in order to preclude
any possibility of their profiting improperly from their positions
on behalf of the Fund.

E. Private Placements: Investment Personnel shall not acquire any
------------------
securities in a private placement without the prior approval of the
Review Officer. This prior approval should take into account, among
other factors, whether the investment opportunity should be reserved
for the Fund and its shareholders, and whether the opportunity is
being offered to an individual by virtue of his or her position with
the Fund or the Adviser. Investment Personnel who have been
authorized to acquire securities in a private placement must
disclose such private placement investment if he or she plays a role
in the Fund's subsequent investment decision regarding the same
issuer. In the foregoing circumstances, the Fund's decision to
purchase securities of the issuer shall be subject to an independent
review by Investment Personnel with no personal interest in such
issuer.

F. Price Switching: If an Investment Person executes a security
----------------
transaction in which such Investment Person receives a more
favorable execution price than that received by the Fund with
respect to the same securities on the same day the transaction is
executed by the Investment Person, the Investment Person shall be
required to switch the price at which such Investment Person
executed the transaction with the price at which the transaction was
executed on behalf of the Fund.

G. Service as a Director: Investment Personnel shall not serve on the
---------------------
boards of directors of publicly traded companies unaffiliated with
the Fund or the Adviser, absent prior authorization based upon a
determination that the board service would be consistent with the
interests of the Fund and its shareholders. As a general matter,
directorships in unaffiliated public companies or companies that may
reasonably be expected to become public companies will not be
authorized because of the potential for conflicts which may impede
the Fund's freedom to act in the best interests of shareholders.

6
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Service with charitable organizations generally will be authorized,
subject to considerations related to time required during working
hours and use of proprietary information.

H. Ban on Short-Term Trading Profits: Investment Personnel shall not
---------------------------------
profit in the purchase and sale, or sale and purchase, of the same
(or equivalent) securities within 60 calendar days. Any profit
realized on short-term trades should be required to be disgorged.

VI. DISINTERESTED DIRECTORS

A director of the Fund who is not an officer of the Fund or an officer,
employee or director of the Adviser will not be subject to the
provisions of Sections VII or VIII of this Code unless, at the time of a
transaction, such director knew or, in the ordinary course of fulfilling
his official duties as a director of the Fund, should have known, that
during the 15-day period immediately preceding or after the date of the
transaction by the director, the security was under active consideration
by the Fund. If the director had such actual or imputed knowledge, then
the provisions of Section VIII shall be applicable with respect to the
particular transaction.

VII. COMPLIANCE PROCEDURES

A. Restricted List: Each Access Person is required to confirm prior to
---------------
execution of any Personal Securities Transaction that such
transaction is not on the "Restricted List" maintained by the
Adviser. By placing an order for any Personal Securities
Transaction, an Access Person shall be deemed to confirm that such
transaction is not subject to any such trading restriction. This
includes bonds, stocks (including closed-end funds), convertibles,
preferreds, options on securities, warrants, rights, etc. for
domestic and foreign securities whether publicly traded or privately
placed. The only exceptions to this requirement are automatic
dividend reinvestment plan acquisitions, financial futures and
options on futures, automatic employee stock purchase plan
acquisitions, transactions in open-end mutual funds, U.S. Government
securities, commercial paper, or non-volitional transactions. Non-
volitional transactions include gifts to you over which you have no
control of the timing or transactions which result from corporate
action applicable to all similar security holders (such as splits,
tender offers, mergers, stock dividends, etc.). Please note,
however, that most of these transactions must be reported. The
Review Officer may require persons to preclear Personal Securities
Transactions as he or she may deem necessary and appropriate for
compliance with this Code. See Section VIII for reporting
obligations.

B. Records of Securities Transactions: All Access Person are to direct
----------------------------------
their brokers to supply to the Review Officer, on a timely basis,
duplicate copies of confirmations

7
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<PAGE>
of all Personal Securities Transactions and copies of periodic
statements for all securities accounts.

C. Post-Trade Monitoring: The Review Officer shall review all Personal
---------------------
Securities Transactions by Access Persons to ensure that no conflict
exists with Fund trades.

D. Disclosure of Personal Holdings: Investment Personnel are required
-------------------------------
to disclose all personal securities holdings upon commencement of
employment and thereafter on an annual basis.

E. Annual Certification of Compliance With Code of Ethics: All Access
------------------------------------------------------
Persons are required to certify annually that they have read and
understand the Code and recognize that they are subject thereto.
Access Persons are also required to certify annually that they have
complied with the requirements of the Code and that they have
disclosed or reported all Personal Securities Transactions required
to be disclosed or reported pursuant to the requirements of the
Code. Further, Access Persons are required to certify annually that
none of the Personal Securities Transactions in which they have
engaged violated the Code. Annual certification forms (attached
hereto as Exhibit 2) should be sent to the Review Officer.

F. Review by the Board of Directors: Management will prepare a report
--------------------------------
to the Board of Directors (1) quarterly that identifies any
violations requiring significant remedial action during the past
quarter and the nature of that remedial action; and (2) annually
that a) summarizes existing procedures concerning personal investing
and any changes in the procedures made during the past year, and b)
identifies any recommended changes in existing restrictions or
procedures based upon the Fund's experience under the Code, evolving
industry practices, or developments in applicable laws or
regulations.

VIII. REPORTING

The Securities and Exchange Commission requires that a record of all
Personal Securities Transactions be kept available for inspection, and
that these records be maintained on at least a quarterly basis. To
comply with these rules, it is necessary to have every Access Person
either (i) file a quarterly report form (attached hereto as Exhibit 1)
within 10 calendar days after the end of the quarter (the "Quarterly
Report Form"), or (ii) provide copies of confirmations and periodic
statements (not less than quarterly) containing the information required
in such Quarterly Report Form. Quarterly Report Forms may be obtained
from the Review Officer. Completed Forms should be sent to the Review
Officer. Transactions in all personal accounts will be reviewed each
quarter on a confidential basis.

8
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Quarterly Report Forms (or periodic statements submitted in lieu thereof)
must be filed by all Access Persons even if there were no reportable
transactions during the quarter. (Write "none" and return with your
signature if submitting a Quarterly Report Form.)

The Quarterly Report Form required by this section shall state: (i) the
title, amount and number of shares of the security involved; (ii) the
date and nature of the transaction (i.e., purchase, sale or other
acquisition or disposition); (iii) the price at which the transaction
was effected; and (iv) the name of the broker, dealer or bank with or
through whom the transaction was effected.

The Quarterly Report Form may also contain a statement declaring that the
reporting or recording of any transaction shall not be construed as an
admission that the Access Person making the report has any direct or
indirect Beneficial Ownership in the security to which the report
relates.

IX. SANCTIONS

Upon discovering a violation of this Code, the Adviser may impose such
sanctions as it deems appropriate, including, among other things, a
letter of censure or suspension or termination of the employment of the
violator. All material violations of this Code and any sanctions imposed
with respect thereto shall be reported periodically to the Board of
Directors of the Fund.

X. AUDIT BY REVIEW OFFICER

Adherence to the Code is considered a basic condition of employment with
the Adviser. The Review Officer will monitor compliance with the Code
and review such violations of the Code as may occur and determine what
action or sanctions are appropriate in the event of a violation. The
Review Officer will report, periodically and upon request, to the Board
of Directors of the Fund.

Again, we emphasize the importance of Access Persons obtaining prior
clearance of all personal securities transactions, filing the quarterly
reports promptly and avoiding other situations which might involve even
the appearance of a conflict of interest. Questions regarding
interpretation of this policy or questions related to specific situations
should be directed to the Review Officer.

9
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Exhibit 1

W.P. Stewart & Co. Growth Fund, Inc.
W.P. Stewart & Co., Inc.

MEMORANDUM
----------

TO:

FROM:

SUBJECT: SEC Reporting Requirements

DATE:

Please complete the attached "Report of Securities Transactions" for the
period ________, ___________through ___________, __________ and return to me
by ____________, _________. I need to have your SIGNED form on record, even
if there were no transactions for the period.

Transactions that must be reported are any sale or purchase of securities by
you, your spouse, or any other member of the household, as well as securities
bought for a minor child. Please refer to the attached description of
"Beneficial Ownership" for further detail.

Transactions that need NOT be reported are:

1. U.S. Government Securities
2. Shares of mutual funds other than the W.P. Stewart & Co. Growth Fund,
Inc.
3. Bankers Acceptances
4. Commercial Paper

If in doubt, report the transaction.

If there were no transactions, please write none.

Thanks.

<PAGE>
<PAGE>
REPORT OF SECURITIES TRANSACTIONS

DURING THE _________ QUARTER ______

Name of access person: _________________________

List of all transactions of securities and shares of the W.P. Stewart & Co.
Growth Fund, Inc.:

Number of Person
Title and Shares of Through
Date of Nature of Class of Principal Whom
Transaction Transaction* Securities Amount Price Effected**
- ------------------------------------------------------------------------------

* Purchase, sale or other type of acquisition or disposition (describe).

** Broker, dealer or bank with or through whom the transaction was
effected

-------------------------------
Signature

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<PAGE>
FURTHER COMMENT: BENEFICIAL OWNERSHIP

Beneficial ownership may be defined as receiving some benefits from the
ownership of, i.e., the opportunity, directly or indirectly, to profit or
share in any profit derived from a transaction in, a security even if you are
not the owner of record named on the face of the security. Securities held
for a person's benefit in the names of others, such as nominees, trustees and
other fiduciaries, securities held by an partnership of which a person is a
partner, and securities held by any corporation which is controlled by a
person (directly or through intermediaries), should be regarded as owned
beneficially. Similarly, a person ordinarily obtains benefits equivalent to
ownership from, and thus is generally regarded as the "beneficial owner" of,
securities held in the name of his or her immediate family member, e.g.,
spouse, child, parent, grandparent or in-laws, living with him or her. A
person is also deemed to be the beneficial owner of securities when such
person has the right to (i) acquire such securities through the exercise of
conversion of any derivative security, whether or not currently exercisable;
or (ii) dividends that are separated or separable from the underlying
securities.
<PAGE>
<PAGE>
Exhibit 2

ANNUAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
AND INSIDER TRADING POLICY

I certify that I have read and understand the Code of Ethics of the W.P.
Stewart & Co. Growth Fund, Inc. and W.P. Stewart & Co., Inc., as well as the
Insider Trading Policy of W.P. Stewart & Co., Inc., and recognize that I am
subject thereto. I further certify that I have complied with the Code of
Ethics and Insider Trading Policy and have disclosed or reported all Personal
Securities Transactions required to be disclosed or reported under the
requirements of the Code of Ethics or Insider Trading Policy. I further
certify that none of the Personal Securities Transactions in which I have
engaged for the year ended December 31, ______ violated the Code of Ethics or
Insider Trading Policy.

----------------------------------
Signature

----------------------------------
Date