Unassociated Document

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

Schedule of Investments

December 31, 2008

Name of Issuer and Title of Issue	Shares		Fair Value

COMMON STOCKS - 97.4%

Aerospace/Defense Equipment - 4.7%
United Technologies Corporation		25,100	$	1,345,360

Business Services - 3.0%
MSCI, Inc. (a)		49,000		870,240

Commercial Services - 6.9%
MasterCard, Inc.		13,900		1,986,727

Consumer Products - 6.6%
Procter & Gamble Company		30,900		1,910,238

Data Processing/Management - 12.5%
Automatic Data Processing, Inc.		58,300		2,293,522
Paychex, Inc.		48,900		1,285,092
				3,578,614
Distribution/Wholesale - 5.6%
Fastenal Company		46,100		1,606,585

Drug Stores - 0.9%
Walgreen Company		10,000		246,700

Drugs & Health Care - 10.3%
Becton, Dickinson & Company		25,900		1,771,301
Henry Schein, Inc. (a)		24,000		880,560
Stryker Corporation		5,800		231,710
Wyeth		2,000		75,020
				2,958,591
Finance & Banking - 4.3%
Charles Schwab Corporation		76,500		1,237,005

Food & Beverages - 7.4%
Kellogg Company		6,000		263,100
PepsiCo, Inc.		33,900		1,856,703
				2,119,803
Industrial Gases - 2.0%
Praxair, Inc.		9,800		581,728

The accompanying notes are an integral part of these financial statements.

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

Schedule of Investments (Continued)

December 31, 2008

Name of Issuer and Title of Issue	Shares		Fair Value
COMMON STOCKS - (Continued)

Multimedia - 5.3%
The McGraw-Hill Companies, Inc.		46,100	$	1,069,059
The Walt Disney Company		19,500		442,455
				1,511,514
Restaurants - 4.0%
Chipotle Mexican Grill Inc., Class B (a)		20,200		1,157,258

Retail - 13.9%
Polo Ralph Lauren Corporation		29,900		1,357,759
Staples, Inc.		76,000		1,361,920
Target Corporation		37,000		1,277,610
				3,997,289
Software - 3.3%
Adobe Systems, Inc. (a)		44,000		936,760

Wireless Communications - 6.7%
Qualcomm Inc.		54,100		1,938,403

TOTAL COMMON STOCKS - (Cost $36,440,678)				27,982,815

SHORT TERM INVESTMENTS - 2.9%

Repurchase Agreement - 2.9%		Principal Amount
Agreement with State Street Corporation, 0.01%, dated 12/31/2008, to be repurchased at $822,000 on 01/02/2009, collateralized by $840,000 U.S. Treasury Bond, 0.26% maturing 07/02/2009 (value $838,908)		822,000		822,000

TOTAL SHORT TERM INVESTMENTS - (Cost $822,000)				822,000

Total Investments - (Cost $37,262,678) - 100.3%				28,804,815
Liabilities in Excess of Other Assets - (0.3)%				(81,264	)
Net Assets - 100.0%			$	28,723,551

(a)	No dividends paid on security.

The accompanying notes are an integral part of these financial statements.

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

Statement of Assets and Liabilities

December 31, 2008

Assets:
Investments in securities, at fair value (cost $36,440,678)	$	27,982,815
Repurchase Agreement, at fair value (cost $822,000)		822,000
Cash		957
Receivable for investments sold		79,208
Dividends receivable		63,816
Receivable for Fund shares sold		97
Other assets		25,865
Total Assets		28,974,758

Liabilities:
Payable for Fund shares purchased		23,353
Advisory fee payable		75,214
Accrued expenses and other payables		152,640
Total Liabilities		251,207
Net Assets	$	28,723,551

Net assets consist of:
Capital stock ($0.001 par value; 100,000,000 shares
authorized, 264,446 shares issued and outstanding)	$	264
Capital paid in excess of par		38,950,316
Accumulated realized loss on investments - net		(1,769,166	)
Unrealized depreciation on investments - net		(8,457,863	)
Net Assets	$	28,723,551

Net asset value per share*	$	108.62

* Redemption price per share for shares held less than 60 days is equal to net asset value less a 1.00% redemption fee.

The accompanying notes are an integral part of these financial statements.

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

Statement of Operations

Year Ended December 31, 2008

Investment Income:
Dividends	$	741,128
Interest and other		6,732
Total investment income		747,860

Expenses:
Investment advisory fees		436,338
Legal fees		150,579
Audit fees		69,999
Administration fees		69,257
Directors fees		56,250
Custodian fees		54,242
Transfer agent fees		39,370
Insurance fees		28,071
Registration fees		21,699
Printing fees		21,297
Miscellaneous fees		9,435
Total expenses		956,537

Net investment loss		(208,677	)

Realized and Unrealized Gain/(Loss) from Investments:
Net realized loss from investments		(1,738,662	)
Net change in unrealized appreciation/(depreciation) on investments		(12,890,163	)
Net realized and unrealized loss from investments		(14,628,825	)

Net Decrease in Net Assets Resulting from Operations	$	(14,837,502	)

The accompanying notes are an integral part of these financial statements.

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

Statements of Changes in Net Assets

Years Ended December 31, 2008 and 2007

	2008			2007
Increase/(Decrease) in Net Assets from Operations:
Net investment loss	$	(208,677	)	$	(284,217	)
Net realized (loss)/gain from investments		(1,738,662	)		9,361,793
Net change in unrealized appreciation/(depreciation) on investments		(12,890,163	)		(8,448,993	)
Net (decrease)/increase in net assets resulting from operations		(14,837,502	)		628,583

Distributions to Shareholders from:
Net realized gain from investments		(1,980,483	)		(8,863,420	)

Fund Share Transactions:
Proceeds from shares sold		807,793			3,297,316
Shares issued to shareholders
in reinvestment of distributions		1,956,341			8,732,176
Cost of redemptions		(15,696,105	)		(40,335,882	)*
Net (decrease) in net assets from Fund
share transactions		(12,931,971	)		(28,306,390	)
Net (Decrease) in Net Assets		(29,749,956	)		(36,541,227	)

Net Assets:
Beginning of year		58,473,507			95,014,734
End of year	$	28,723,551		$	58,473,507

Undistributed net investment income/(loss), end of year	$	0		$	0

* Net of $584 of redemption fees retained by the Fund.

The accompanying notes are an integral part of these financial statements.

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

Financial Highlights

	2008				2007				2006
Income/(Loss) from Investment Operations:
Per Share Operating Performance:
Net asset value, beginning of year	$	165.31			$	190.35			$	192.59
Net investment loss		(0.79	)			(0.80	)			(1.24	)
Net realized and unrealized (loss)/gain
from investments		(48.69	)			1.25				13.94
Net (decrease)/increase from investment
operations		(49.48	)			0.45				12.70
Redemption fees		0.00				0.00		(a)		0.00
Distributions to shareholders from net
realized gains on investments		(7.21	)			(25.49	)			(14.94	)
Net asset value, end of year	$	108.62			$	165.31			$	190.35

Total Investment Return (b)		(31.06	)	%		(0.03	)	%		6.85		%

Ratios and Supplemental Data:
Ratio of net expenses to average net assets		2.19		%		1.97		%		1.89		%
Ratio of total expenses to average net assets, including expenses paid or reimbursed by the Adviser		2.19		%		2.37		%		2.43		%
Ratio of net investment loss to average net assets		(0.48	)	%		(0.35	)	%		(0.64	)	%
Portfolio turnover		46		%		34		%		44		%
Net assets, end of year (in thousands)	$	28,724			$	58,474			$	95,015

(a)	This amount represents less than $0.01 per share.

(b)

Total investment 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. Past performance results shown in this report should not be considered a representation of future performance. Investment return will vary and net asset value of shares, when redeemed, may be more or less than their original cost.

The table above reflects the audited operating performance based on a share of Fund common stock outstanding, as well as total investment return, ratios to average net assets and other supplemental data for the periods indicated. This information has been determined based upon information provided in the financial statements.

The accompanying notes are an integral part of these financial statements.

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

Financial Highlights (Continued)

	2005				2004
Income from Investment Operations:
Per Share Operating Performance:
Net asset value, beginning of year	$	196.70			$	175.37
Net investment loss		(1.65	)			(1.00	)
Net realized and unrealized gain
from investments		12.72				31.93
Net increase from investment
operations		11.07				30.93
Redemption fees		0.00				0.00
Distributions to shareholders from net
realized gains on investments		(15.18	)			(9.60	)
Net asset value, end of year	$	192.59			$	196.70

Total Investment Return (a)		5.49		%		17.73		%

Ratios and Supplemental Data:
Ratio of net expenses to average
net assets		1.88		%		1.93		%
Ratio of total expenses to average
net assets, including expenses paid
or reimbursed by the Adviser		2.24		%		2.30		%
Ratio of net investment loss to average net assets		(0.94	)	%		(0.54	)	%
Portfolio turnover		49		%		60		%
Net assets, end of year (in thousands)	$	100,272			$	84,017

(a) Total investment 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. Past performance results shown in this report should not be considered a representation of future performance. Investment return will vary and net asset value of shares, when redeemed, may be more or less than their original cost.

The accompanying notes are an integral part of these financial statements.

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

Notes to Financial Statements

December 31, 2008

1. Organization and Fund Description

W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) is an open-end, non-diversified management investment company registered under the Investment Company Act of 1940 (the “Act”). It was incorporated under the laws of the State of Maryland in September 1993. The Fund’s investment objective is to earn capital gains for shareholders. The Fund invests primarily in common stocks listed on the New York Stock Exchange. W.P. Stewart & Co., Inc., a registered investment adviser, is the Fund's investment adviser. W.P. Stewart & Co., Inc. assumed this responsibility from an affiliate in July, 1998. The change did not involve any change in actual control or management of the investment adviser to the Fund. W.P. Stewart & Co., Inc. and its predecessor are together referred to as the “Adviser.” Shares of the Fund are available for subscription by eligible investors.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund.

Use of Estimates: The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Investment Valuation: The Fund values its portfolio as directed by the Board of Directors at the close of business of the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., New York City time) of each day the NYSE is open for trading (each, a “Business Day”).

In general, the Fund values its portfolio holdings as of their last available public sale price on a Business Day in the case of securities listed on any established securities exchange or any comparable foreign over-the-counter quotation system providing last sale data or, in the case of securities included in NASDAQ at the NASDAQ Official Closing Price, 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 or the Fund’s Valuation Committee (see note 3 for additional information).

Investment Transactions: The Fund records all securities transactions on a trade date basis. Dividend income is recognized on the ex-dividend date and interest income is recognized on the accrual basis. Realized gains and losses on sales of securities are determined on the basis of identified cost.

Repurchase Agreements: A repurchase agreement customarily requires the seller to repurchase the securities at a mutually agreed upon time and price. The total amount received by the Fund on repurchase is calculated to exceed the price paid by the Fund, reflecting an agreed upon yield for the period of time to the settlement (repurchase) date. The underlying securities (collateral) are ordinarily United States government securities, but may consist of other securities in which the Fund is permitted to invest. Repurchase agreements are fully collateralized at all times. It is the policy of the Fund to obtain possession of collateral with a market value equal to or in excess of the principal amount sold under the agreement. If the seller defaults in its obligation to repurchase, the Fund may suffer a loss as a result of the cost in liquidating the collateral and if the collateral declines in value.

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

Notes to Financial Statements (Continued)

December 31, 2008

Income Taxes: The Fund's policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to registered investment companies and to distribute all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (the “Interpretation”). The Interpretation establishes for the Fund a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns. Management has evaluated the Fund’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

Dividends and Distributions to Shareholders: The Fund intends to pay an annual dividend to shareholders of record representing its entire net investment income and to distribute all of its realized net capital gains at least annually. Distributions are recorded on the ex-dividend date. Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States of America.

Reclassification of Components of Net Assets: At December 31, 2008, the Fund reclassified certain components of net assets. The reclassification was the result of permanent book to tax differences pertaining to the reclassification of the current year’s net operating losses of $208,677. The reclassification resulted in an increase to undistributed net investment income of $208,677, and a decrease to paid in capital of $208,677. Net assets were not affected by the change.

3. Fair Value Measurements

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”) effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

·	Level 1 – quoted prices in active markets for identical investments

·	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

·	Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

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

Notes to Financial Statements (Continued)

December 31, 2008

The following is a summary of the inputs used as of December 31, 2008 in valuing the Fund’s investments carried at value:

Valuation Inputs	Investments in Securities
Level 1 - Quoted Prices	$	27,982,815
Level 2 - Other Significant Obervable Inputs		822,000
Level 3 - Significant Unobservable Inputs		-
Total	$	28,804,815

The adoption of FAS 157 did not have an impact on the Fund’s financial position or results of operations.

4. Distributions to Shareholders

For the years ended December 31, 2008 and 2007, the Fund paid distributions of $1,980,483 and $8,863,420, which represented $7.213307 and $25.493607 per share, respectively.

The tax character of distributions paid was as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	270,351	$	0
Long term capital gain		1,710,132		8,863,420
		1,980,483		8,863,420
Return of Capital		0		0
	$	1,980,483	$	8,863,420

As of December 31, 2008, the components of distributable earnings (loss deferrals) on a tax basis were as follows:

Unrealized depreciation	$	(8,606,485	)
Loss deferrals and carry forwards		(1,620,544	)
	$	(10,227,029	)

As of December 31, 2008, unrealized appreciation and depreciation for Federal income tax purposes was $163,052 and $8,769,538, respectively. The aggregate cost of investments at December 31, 2008 for Federal income tax purposes was $37,411,301. The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales. At December 31, 2008, the Fund had capital loss carryforwards in the amount of $809,613, available to offset possible future capital gains before the expiration date of December 31, 2016. For tax purposes, net realized capital losses occurring after October 31 may be deferred and treated as occurring on the first day of the following fiscal year.

5. Related Party Agreements and Other Transactions with Affiliates

Under the Investment Advisory Services Agreement, the Fund pays the Adviser a fee of 1.0% (1.5% through December 31, 2007) of the Fund’s average daily net assets, which is payable quarterly in arrears.

In addition to the quarterly advisory fee, the Fund bears all costs and expenses directly related to investment transactions effected and positions held for the Fund's account, including execution-related costs, custodial fees, interest on borrowings and administrative fees. Through December 31, 2008, the Adviser voluntarily

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

Notes to Financial Statements (Continued)

December 31, 2008

agreed to waive and/or reimburse expenses of the Fund so that total Fund operating expenses did 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 annual net assets of the Fund in excess of $100 million. Such voluntary waiver and/or expense reimbursement was not required by the Investment Advisory Services Agreement. In 2007, in addition to this arrangement, the Adviser voluntarily reimbursed or paid certain expenses of the Fund, including audit and legal fees. Effective January 1, 2008, the Adviser ceased its voluntary reimbursement of certain legal and audit expenses of the Fund.

Effective January 1, 2009, the Adviser agreed to pay or reimburse the Fund for all operating expenses of the Fund so that the ratio of net expenses to average net assets does not exceed 1.49% on an annualized basis. The agreement is for a one year term but may be extended.

In 2002, the Fund entered into a Distribution Agreement with ALPS Distributors, Inc. (the “Distributor”) in connection with the promotion and distribution of the Fund’s shares. The Distributor is not affiliated with the Adviser. The Adviser has agreed to bear, out of its own resources, all of the fees payable to the Distributor for its distribution services to the Fund as well as other fees and expenses in connection with the distribution of Fund shares. For the year ended December 31, 2008, these fees and expenses paid or accrued by the Adviser amounted to $12,856.

Under the terms of the Investment Advisory Services Agreement, an affiliated company of the Adviser may conduct brokerage services for the Fund. For the year ended December 31, 2008, the Adviser’s affiliate earned $0 in commissions as broker on trades of portfolio securities. In addition, $4,593 was paid by the Fund to the affiliate for execution-related services provided and charged by unrelated third parties.

Each of the directors who is not an “interested person” of the Fund or the Adviser as defined under the Investment Company Act of 1940 (the “Independent Directors”) is entitled to be paid by the Fund a fee of $1,875 for each meeting that he or she attends of the Fund's Board of Directors and each meeting of any committee of the Board of Directors that he or she attends. The Chairman of the Audit Committee and the Lead Independent Director receive an additional $1,875 per annum. For the year ended December 31, 2008, the Fund has paid a total of $56,250 to the Independent Directors for their services.

6. Administration Agreement

The Fund is a party to an Administration Agreement with State Street Bank and Trust Company (the “Administrator”) dated January 11, 1994. Under that agreement, the Administrator receives an annual fee equal to 0.08% of the Fund’s net asset value up to $125 million, 0.06% of the next $125 million, and 0.04% of assets in excess of $250 million, subject to a minimum annual fee of $65,000.

7. Line of Credit

On April 29, 2003, the Fund obtained a 365 day unsecured revolving line of credit (the “Facility”) from State Street Bank and Trust Company (the “Bank”) pursuant to which it can borrow up to the lesser of (a) $5 million or (b) 10% of the Fund’s net assets. On April 22, 2008, this Facility was extended to April 21, 2009. This Facility can be used only (i) to temporarily finance the purchase or sale of securities or (ii) to finance the redemption of Fund shares. Interest charged on borrowings, which may be outstanding for a maximum of 60 days, shall be payable at a variable rate per annum equal to the Bank’s overnight federal funds rate plus 0.50% per annum. The Fund is charged a commitment fee of 0.10% per annum on the unused portion of the Facility. During the year ended December 31, 2008, the Fund did not borrow under the Facility.

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

Notes to Financial Statements (Continued)

December 31, 2008

8. Investment Transactions

Purchases of investments and proceeds from sales of investments, excluding short-term securities, for the year ended December 31, 2008, were $19,924,145 and $33,798,820, respectively.

9. Fund Share Transactions

The Fund is authorized to issue 100,000,000 shares of $0.001 par value capital stock. For the years ended December 31, 2008 and 2007, transactions in shares were as follows:

	Year Ended December 31, 2008						Year Ended December 31, 2007

	Shares			Amount			Shares			Amount

Sold		5,646		$	807,793			17,192		$	3,297,316

Reinvested		13,357			1,956,341			50,589			8,732,176

Redeemed		(108,284	)		(15,696,105	)		(213,223	)		(40,335,882	)

Net decrease		(89,281	)	$	(12,931,971	)		(145,442	)	$	(28,306,390	)

10. Redemption Fee

Effective January 1, 2007, the Fund charges a 1.00% redemption fee. The redemption fee will only be charged on shares redeemed within sixty days after the date of purchase of such shares. The redemption fee will not apply to shares that are acquired by reinvestment of dividends or other distributions of the Fund. In addition, the Fund may waive such redemption fee where such shares are purchased through or held in a vehicle where the vehicle sponsor has demonstrated to the Fund that either (a) a similar type of fee is imposed or (b) as determined by the Fund, short-term trading is otherwise adequately prohibited, prevented or deterred.

11. Beneficial Interest

At December 31, 2008, Capinco c/o U.S. Bank, P.O. Box 1787, Milwaukee, WI 53201, held 10.85% (28,703 shares) of the Fund’s outstanding shares.

12. Contractual Obligations

The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these agreements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

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

Other Information (Unaudited)

December 31, 2008

Other Federal Tax Information

For corporate shareholders, 100% of the Fund’s dividend distributions paid during the fiscal year ended December 31, 2008, qualifies for the corporate dividends received deduction.

For the fiscal year ended December 31, 2008 certain dividends paid by the Fund may be designated as qualified dividend income and subject to maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Complete information will be reported in conjunction with your 2008 Form 1099-DIV.

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

Board Consideration and Approval of the Investment Advisory Services Agreement (Unaudited)

At an in-person meeting of the Board of Directors held on September 25, 2008 the Board of the W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) approved the continuation of the Fund’s Investment Advisory Services Agreement (“Agreement”) through December 31, 2008 in lieu of a full year pending a further report on the Adviser’s corporate strategic plan and the effects thereof on the Fund. At an in-person meeting of the Board of Directors held on December 2, 2008 the Board of the Fund extended its approval of the continuation of the Fund’s Agreement through December 31, 2009. In connection with its deliberations, the Board considered information furnished throughout the year at regular meetings, as well as information provided at the September and December meetings, derived from a number of sources and covering a range of issues. The Board members who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “Independent Directors”)) of the Fund were assisted in their review by independent legal counsel and met with counsel in executive sessions separate from representatives of W.P. Stewart & Co., Inc. (the “Adviser”).

In considering whether to continue the Agreement, the Board considered various factors, among them: (i) the nature, extent and quality of services provided to the Fund, including the personnel providing the services; (ii) investment performance; (iii) comparative expenses and Adviser profitability; (iv) economies of scale; and (v) the terms of the Agreement. The Board’s analysis of these factors is set forth below. Moreover, the Board reviewed materials provided by the Fund’s Adviser and Fund counsel which included, among other things, fee and expense information and performance comparisons of funds with investment objectives and policies similar to those of the Fund, prepared by Lipper Inc. (“Lipper”), a profitability report and expense information (including an update of such information for the December 2, 2008 Board meeting), prepared by the Adviser, information regarding the past performance of the Fund, prepared by Lipper, a report of fees paid by institutional and pooled clients, prepared by W.P. Stewart & Co. Ltd. (the “Firm”), a report of added expenses in connection with managing a registered investment company versus an institutional client, prepared by the Firm, and memoranda outlining the legal duties of the Board. The Board regularly received information regarding (a) the Fund’s compliance with prospectus and regulatory requirements, (b) the allocation of the Fund’s brokerage and (c) the use of “soft” commission dollars to pay for research. The Board also met with investment advisory personnel from the Adviser. The Board considered factors relating to both the selection of the Adviser and the approval of the advisory fee when reviewing the Agreement.

NATURE, EXTENT AND QUALITY OF SERVICE. The Board considered the quality of the services provided by the Adviser, and in that regard, considered the competence, professional personnel, responsiveness, integrity and ethics, financial condition (including any effect on such condition by the recent sale of stock by the Adviser’s parent company1), legal representation (in-house and outside counsel), research capabilities, best execution, soft dollar arrangements, trading practices, compliance procedures and financial reporting controls, and the selection and use of Fund service providers by the Adviser. The Board reviewed a summary of the functions the Adviser performs for the Fund (that the Adviser does not perform for its institutional advisory clients). The Board determined that the quality of services received by the Fund was high.

INVESTMENT PERFORMANCE. The Board reviewed detailed information about the Fund’s portfolio composition and investment strategies and overall performance of the Adviser, including an analysis relative to market indices and comparable funds. More specifically, the Board considered the current investment

1On August 1, 2008, funds managed by Arrow Capital Management LLC purchased common shares of W.P. Stewart & Co., Ltd., the Adviser’s parent, directly from the issuer and in a tender offer from shareholders resulting in an aggregate ownership of approximately 39%. The aggregate voting power of the Arrow funds is limited by the Bye-laws of W.P. Stewart & Co., Ltd. to 24%.

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

Board Consideration and Approval of the Investment Advisory Services Agreement (Continued) (Unaudited)

performance of the Fund as well as the Fund’s performance (since inception) over the past 10 years (through July 31, 2008), as compared to the S&P 500 Index, a peer group (a Lipper selected performance group of fourteen other no-load large-cap growth funds (“Performance Group”)) and a group of all funds in the Lipper large- cap growth category (“Performance Universe”). The Board noted that the Fund was in the third quintile of its Lipper Performance Group for 10 years, in the fourth quintile for 1, 4 and 5 years and in the fifth quintile for 2 and 3 years. It also noted that the Fund was in the third quintile of its Lipper Performance Universe for 10 years, in the fourth quintile for 4 and 5 years and in the fifth quintile for 1, 2 and 3 years.

The Board also considered the economic, market and political considerations that can affect performance. The Board understood that market conditions and specific investment decisions could adversely affect the Fund’s investment performance in absolute and/or relative terms over short or long periods of time. In analyzing the Fund's performance, the Independent Directors concluded that the Adviser continued to adhere to the Fund's investment philosophy while noting the particularly difficult economic environment and its effects on the Fund's performance. The Board noted that it would continue to monitor the performance of the Fund, the Adviser portfolio selection process and portfolio composition against the Fund’s investment objective and the Fund’s risk profile, best execution and portfolio turnover.

ADVISORY FEE AND ADVISER PROFITABILITY. The Board also took into consideration the financial condition and profitability of the Adviser and its affiliates as well as the direct and indirect benefits the Adviser and its affiliates received from the relationship with the Fund. The Board also considered the possible benefit to the Adviser from the use of “soft dollars” obtained from broker-dealers through payment of commissions on Fund transactions and the Adviser’s belief that soft dollars should be used for the benefit of clients, including the Fund. The Board compared the current advisory fee paid by the Fund to advisory fee data of a peer group (a Lipper selected expense group (“Expense Group”)) and its Lipper category universe of funds (“Expense Universe”). The Board also used for comparison a second expense group selected by Lipper composed of large, multi and small-cap growth funds (each was a stand-alone fund and not part of a fund complex). The comparison showed that the Fund’s management fee, which included some months prior to its January 2008 reduction, was in the highest quintile for all Lipper groups. The Board also compared the Fund’s advisory fee to those paid by the Adviser’s institutional account clients and found it to be in line with those fees. The Board reviewed general financial information about the Adviser and a profitability report documenting the Adviser’s profitability from services to the Fund and determined that the profits were not excessive.

ECONOMIES OF SCALE AND FEE WAIVER. The Board considered the potential for economies of scale. In connection therewith the current level of Fund assets was reviewed together with consideration of imposing Adviser fee breakpoint(s) and the extent to which economies of scale could be realized as the Fund grows. In evaluating potential economies of scale, the Board considered information regarding fees charged by the Adviser to its institutional clients. The Board considered the size of the Fund as well as the fact that the Adviser has voluntarily agreed to absorb expenses to the extent the total expense ratio exceeds certain specified limits. The Board also considered the Adviser’s agreement that effective January 1, 2009 the Adviser would mandatorily pay or reimburse the Fund for operating expenses to the extent such operating expenses would exceed 1.49% of the average net assets of the Fund. The Board determined that no fee breakpoint was appropriate at this time in light of all of the circumstances considered.

CONCLUSION. In considering the approval of the Agreement, the Board did not identify any single factor as controlling. The Board reached the following conclusions regarding the Agreement and the services provided by the Adviser: (i) the Fund’s performance and expenses should continue to be reviewed and a Fund budget should continue to be provided; (ii) the Adviser possesses the capability and resources to

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

Board Consideration and Approval of the Investment Advisory Services Agreement (Continued) (Unaudited)

perform the duties under the Agreement; (iii) the Adviser and the Fund’s service providers maintain appropriate compliance programs; (iv) the Fund’s advisory fee should continue to be 1.0%; and (v) the Fund would absorb certain of its own expenses previously paid or reimbursed by the Adviser subject to the Adviser’s agreement effective January 1, 2009, for a one year term, which may be extended, to reimburse expenses of the Fund so that total Fund operating expenses do not exceed 1.49% of the average net assets of the Fund. Based on their conclusions, the continuance of the Agreement as amended effective September 25, 2008 and further amended effective January 1, 2009, between the Fund and the Adviser was approved through December 31, 2009 by the Board and separately by the Independent Directors.

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

Management of the Fund

December 31, 2008 (Unaudited)

Information pertaining to the Directors of the Fund is set forth below. Directors who are not deemed to be “interested persons” of the Fund, as defined in the Investment Company Act of 1940, are referred to as “Independent Directors”. Directors who are deemed to be “interested persons” of the Fund are referred to as “Interested Directors”.
				No. of	Other
		Term of Office***		Portfolios	Directorships
	Position(s)	and Length of	Principal Occupation(s)	Overseen Within	Held by the
Name, Age and Address**	with Fund	Time Served	During Past 5 Years	the Fund	Director****

Independent Directors:

Norman H. Brown, Jr. (61)	Director	Director since February 2003	Senior Managing Director of Brock Capital Group LLC (advisory and investment firm) since December 2003; Managing Director/Senior Advisor of Credit Suisse First Boston (financial services company) from 2000 to 2002.	1	Macquarie Infrastructure Company

Craig M. Ferguson (71)	Director	Director since June 2006	Retired since 1998; Founded Craig M. Ferguson & Co. Inc. (insurance brokerage firm) in 1970.	1	None

Margaret T. Monaco (61)	Director	Director since June 2006	Principal of Probus Advisors (financial and management consultants) since October 2003; Chief Operating Officer of Merrill Lynch Ventures, LP / Kecalp Inc. (private equity employee investment funds) from April 1998 to October 2003.	1	Barnes & Noble, Inc.

Joseph M. Santarella (70)	Director	Director since July 2003	Retired since 1999; Managing Director and Chief Fiduciary Officer of Chase Manhattan Private Bank, N.A. from 1996 to March 1999.	1	None

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

Management of the Fund (Continued)

December 31, 2008 (Unaudited)


				No. of	Other
		Term of Office***		Portfolios	Directorships
	Position(s)	and Length of	Principal Occupation(s)	Overseen Within	Held by the
Name, Age and Address**	with Fund	Time Served	During Past 5 Years	the Fund	Director****


Interested Directors:

Susan G. Leber* (42) Trinity Hall 43 Cedar Avenue Hamilton HM 12 Bermuda	Director, Treasurer and Principal Financial Officer	Director since March 2006; Treasurer since June 1999; Principal Financial Officer since January 2002	Managing Director-Chief Financial Officer of W.P. Stewart & Co., Ltd., the Adviser’s parent, since March 2006; Deputy Managing Director-Chief Financial Officer of the Adviser’s parent, from May 2005 to March 2006; Deputy Managing Director - Financial Operations of the Adviser’s parent from March 2003 to May 2005; Director of Financial Operations of the Adviser’s parent from December 2001 to March 2003; Ms. Leber also serves as a Director of W.P. Stewart Investment Partnership, L.P. since December 2003.	1	None

Rocco Macri* (49) Trinity Hall 43 Cedar Avenue Hamilton HM 12 Bermuda	Director	Director since June 2006	Managing Director-Chief Operating Officer of W.P. Stewart & Co., Ltd., the Adviser’s parent, since May 2005; Deputy Managing Director-Chief Financial Officer of the Adviser’s parent from September 2001 to May 2005; various officerships and directorships with other affiliates of the Adviser since 1999.	1	None

Information pertaining to the officers of the Fund who are not also Directors is set forth below:

John C. Mahler, Jr. (51)	President	President since January 2006	President and Portfolio Manager of the Fund since January 2006; Portfolio Manager of the Adviser since December 2005; Head of Equities from January 2004 to November 2005 and Director of Research from October 2001 to December 2003 at Brown Brothers Harriman & Company (financial services firm).	1	None

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

Management of the Fund (Continued)

December 31, 2008 (Unaudited)


				No. of	Other
		Term of Office***		Portfolios	Directorships
	Position(s)	and Length of	Principal Occupation(s)	Overseen Within	Held by the
Name, Age and Address**	with Fund	Time Served	During Past 5 Years	the Fund	Director****


Seth L. Pearlstein (42)	Secretary and Chief Compliance Officer	Secretary since August 2007; Chief Compliance Officer since August 2007	General Counsel and Assistant Secretary of W.P. Stewart & Co., Ltd., the Adviser’s parent, and General Counsel and Secretary of the Adviser since July 2007; various officerships with other affiliates of the Adviser since July 2007; Associate General Counsel of Adviser’s parent and Adviser from December 2002 to July 2007.	1	None

Alison A. Proshan# (40)	Assistant Secretary	Assistant Secretary since June 1999	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; various officerships with other affiliates of the Adviser since 1999.	1	None

*		“Interested person” of the Fund by reason of affiliation with the Adviser’s parent company.
**		Unless otherwise noted, the business address of the Directors and officers is 527 Madison Avenue, New York, NY 10022.
***		There is no set term of office for Directors and officers. The table shows the number of years for which they have served as Director and/or officer.
****		This column includes only directorships of companies required to register, or file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (that is “public companies”) or other investment companies registered under the 1940 Act.

#		Effective January 31, 2009, Alison A. Proshan resigned as Assistant Secretary.

Additional information about the Fund’s Directors and officers may be found in the Statement of Additional Information. A copy of the current version of this document is available to you free upon request by contacting the Fund either by mail at 527 Madison Avenue, New York, NY 10022 or via our toll free number: (888) 695 4092.

Anchin, Block & Anchin LLP

Accountants and Advisors

1375 Broadway New York, NY 10018

212 840-3456

www.anchin.com

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

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

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of W.P. Stewart & Co. Growth Fund, Inc. (the “Fund”) as of December 31, 2008 and the related statements of operations for the year then ended and the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended December 31, 2004 were audited by other independent auditors whose report, dated February 17, 2005, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights, referred to above, present fairly, in all material respects, the financial position of W.P. Stewart & Co. Growth Fund, Inc. as of December 31, 2008, the results of its operations for the year then ended, changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended in conformity with U.S. generally accepted accounting principles.

New York, New York

February 25, 2009

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

527 Madison Avenue

New York, NY 10022

Directors and Officers

John C. Mahler, Jr.		President
Susan G. Leber		Director, Treasurer and Principal Financial Officer
Norman H. Brown, Jr.		Director
Craig M. Ferguson		Director
Rocco Macri		Director
Margaret T. Monaco		Director
Joseph M. Santarella		Director
Seth L. Pearlstein		Secretary and Chief Compliance Officer
Alison A. Proshan		Assistant Secretary

Investment Adviser		Distributor
W.P. Stewart & Co., Inc.		ALPS Distributors, Inc.
527 Madison Avenue		1290 Broadway, Suite 1100
New York, NY 10022		Denver, CO 80203
(212) 750-8585

Administrator, Custodian, Transfer Agent and Shareholder Servicing Agent
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, MA 02111

Independent Registered
Public Accounting Firm		Legal Counsel
Anchin, Block & Anchin LLP		Davis Polk & Wardwell
1375 Broadway		450 Lexington Avenue
New York, NY 10018		New York, NY 10017

Quarterly Portfolio Schedule

The Fund files with the Securities and Exchange Commission (“SEC”) a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q”. The filings are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (Call (800) SEC 0330 for information on the operation of the Public Reference Room.)

Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free (888) 695 4092, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended December 31 is available without charge upon request by calling toll-free (888) 695 4092, or on the SEC’s website at http://www.sec.gov.

This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund's current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment return will vary, and net asset value of shares, when redeemed, may be worth more or less than their original cost.

	One Year	Five Year	Ten Year	Return Since Inception*

W.P. Stewart & Co. Growth Fund, Inc.**	-31.06%	-1.77%	-1.90%	5.81%
S&P 500 Index***	-37.00%	-2.19%	-1.38%	6.48%

*	Inception Date of Fund: February 28, 1994
**	Total Fund Operating Expenses (for the year ended December 31, 2008): 2.19%
	Please refer to page 9 for additional expense ratio information
***	The S&P 500 Index is the Standard & Poor's Composite Stock Price Index, a widely recognized, unmanaged index of common stock prices. You cannot invest directly in an index.



Automatic Data Processing, Inc.	8.0%
MasterCard, Inc.	6.9%
Qualcomm Inc.	6.7%
Procter & Gamble Company	6.7%
PepsiCo, Inc.	6.5%
Becton, Dickinson & Company	6.2%
Fastenal Company	5.6%
Staples, Inc.	4.7%
Polo Ralph Lauren Corporation	4.7%
United Technologies Corporation	4.7%