STRATTON MONTHLY DIVIDEND REIT SHARES INC
497, 2000-05-05
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<PAGE>

- ------------------------
PROSPECTUS
- ------------------------
MAY 1, 2000

Stratton Growth Fund

Stratton Monthly Dividend REIT Shares

Stratton Small-Cap Value Fund

                                   [GRAPHIC]

                         -----------------------------
                                   STRATTON
                                 MUTUAL FUNDS
                         -----------------------------
                         Stability . Strategy. Success


The Securities and Exchange Commission has not approved or disapproved these
securities nor has it passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.

<PAGE>

                             STRATTON MUTUAL FUNDS

                           Stratton Growth Fund, Inc.
                  Stratton Monthly Dividend REIT Shares, Inc.
                         Stratton Small-Cap Value Fund

                                   PROSPECTUS
                                  May 1, 2000

                       Plymouth Meeting Executive Campus
                       610 W. Germantown Pike, Suite 300
                        Plymouth Meeting, PA 19462-1050
                                 (610) 941-0255

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Fund Summaries.............................................................   2
Fee Table..................................................................   8
Financial Highlights.......................................................   9
Investment Policies and Risk Considerations................................  11
Investment Advisor.........................................................  12
Pricing Fund Shares........................................................  13
How to Buy Fund Shares.....................................................  14
How to Redeem Fund Shares..................................................  16
Exchange Privilege.........................................................  17
Retirement Plans...........................................................  18
Tax Treatment: Dividends and Distributions.................................  18
</TABLE>

                                       1
<PAGE>

FUND SUMMARIES    This Prospectus offers shares of the following funds:
                  Stratton Growth Fund, Inc. ("SGF"); Stratton Monthly
                  Dividend REIT Shares, Inc. ("SMDS"); and Stratton Small-Cap
                  Value Fund ("SSCV") of The Stratton Funds, Inc.

Stratton Growth
Fund

Investment        Possible growth of capital with current income from interest
Objectives        and dividends as a secondary objective.

Principal         The fund normally invests in common stocks, and securities
Strategy          convertible into common stock. These common stocks,
                  including dividend-paying common stocks, are of well-
                  established U.S. companies that the investment advisor
                  believes are undervalued. Value stocks are stocks that
                  appear to be under-priced based on traditional measures such
                  as lower price-to-earnings ratios and price-to-book ratios.
                  The investment advisor believes that undervalued companies
                  with good earnings prospects have superior appreciation
                  potential with reasonable levels of risk.

                  The advisor focuses on common stocks of companies with
                  strong cash flow. Companies often share excess cash flow by
                  paying above-average dividends to shareholders. The advisor
                  looks at characteristics such as strong dividend growth
                  rates and healthy dividend coverage when selecting potential
                  buy candidates. The investment advisor believes that
                  companies which consistently strive to increase their
                  dividends tend to offer the potential of above average
                  returns. Fundamental analysis is conducted on other
                  important characteristics such as the earnings outlook,
                  management strengths, and industry competitive position.

                  All of the above mentioned characteristics are reviewed when
                  eliminating a stock from the portfolio if, when compared to
                  its peers, a stock has unfavorable future prospects. The
                  investment advisor continuously reviews economic and social
                  conditions so that the fund's portfolio has the greatest
                  possible potential for capital growth, consistent with
                  reasonable levels of risk. SGF hopes to achieve steady,
                  stable growth of principal and dividend income.

Principal Risks   There are risks involved with any investment, but the risks
                  associated with an investment in the fund include:

                  . Stock market risk, or the risk that the price of
                    securities held by the fund will rise or fall due to
                    various conditions or circumstances which may be
                    unpredictable

                  . Loss of part or all of your money invested in the fund

                  . The portfolio manager's skill in assessing the potential
                    of the stocks the fund buys

Bar Chart and     The following bar chart and performance table provide some
Performance       indication of the risks of investing in the fund by showing
Table             changes in the fund's performance from year to year and
                  showing how the fund's average annual returns compare with
                  those of a broad measure of market performance. Both the bar
                  chart and performance table assume reinvestment of dividends
                  and distributions. As with all mutual funds, past
                  performance is not a prediction of future performance.

                                       2
<PAGE>


                                    [GRAPH]

                              Annual Returns (%)

                              1999        (9.29)%
                              1998         11.46%
                              1997         36.06%
                              1996         14.17%
                              1995         37.68%
                              1994          7.19%
                              1993          6.41%
                              1992          6.71%
                              1991         22.18%
                              1990        (6.72)%

                                 Calendar Year


During the ten years ended December 31, 1999, the highest return for a quarter
was 15.47% for the quarter ended December 31, 1998, and the lowest return was
(12.95%) for the quarter ended September 30, 1998.

                                        Performance Table

                      Average Annual Total Returns as of December 31, 1999

<TABLE>
<CAPTION>
                                                        1 Year  5 Years 10 Years
                                                        ------  ------- --------
           <S>                                          <C>     <C>     <C>
           SGF......................................... (9.29%) 16.68%   11.61%
           S & P 500*.................................. 20.89%  28.24%   17.98%
           S & P/BARRA Value**......................... 12.72%  22.83%   15.54%
</TABLE>

                  --------

                   * The S&P 500 Index is a widely recognized, unmanaged index
                     of 500 common stocks that is generally considered to be
                     representative of the U.S. stock market as a whole.

                  ** The S&P/BARRA Value Index is an unmanaged,
                     capitalization-weighted index of all stocks in the S&P
                     500 that have low price-to-book ratios.

Suitability
                  The fund may be a suitable investment for you if you:

                  . Desire an investment that focuses on growth and income.

                  . Are investing for retirement or other long-term goals.

                  . Can tolerate performance that varies from year to year.

                                       3
<PAGE>

Stratton
Monthly
Dividend REIT
Shares

Investment        A high rate of return from dividend and interest income on
Objective         investments in common stock and securities convertible into
                  common stock.

Principal         The fund invests at least 65% of its total assets in common
Strategy          stocks and other equity securities of real estate investment
                  trusts ("REITs"). REITs were created to enable investors to
                  participate in the benefits of owning income-producing real
                  estate. REITs own many different types of properties, such
                  as apartment complexes, office buildings, hotels, health
                  care facilities, shopping centers, and shopping malls.

                  The fund is managed to provide a high level of monthly
                  income to its shareholders and therefore looks for companies
                  that have strong dividend payouts. The fund needs higher
                  yielding securities to maintain its own attractive dividend
                  payout. REITs satisfy this income requirement, while also
                  offering the potential for dividend growth and capital
                  appreciation. Investment decisions will be made on the basis
                  of an analysis of fundamentals of individual companies and
                  on relevant economic and social conditions.

Principal Risks   There are risks involved with any investment, but the risks
                  associated with an investment in the fund include:

                  . Stock market risk, or the risk that the price of
                    securities held by the fund will rise or fall due to
                    various conditions or circumstances which may be
                    unpredictable.

                  . The cyclical nature of the real estate industry, which
                    subjects the real estate and real estate related
                    securities held by the fund to any market or economic
                    condition that may affect the value of real estate (up or
                    down).

                  . The fund is concentrated in REIT securities, which means
                    it may be subject to a greater risk of loss than a non-
                    concentrated mutual fund.

                  . Loss of part or all of your money invested in the fund.

                  . The portfolio manager's skill in assessing the potential
                    of the stocks the fund buys.

Bar Chart and     The following bar chart and performance table provide some
Performance       indication of the risks of investing in the fund by showing
Table             changes in the fund's performance from year to year and
                  showing how the fund's average annual returns compare with
                  those of a broad measure of market performance. Both the bar
                  chart and performance table assume reinvestment of dividends
                  and distributions. As with all mutual funds, past
                  performance is not a prediction of future performance.

                                       4
<PAGE>


                                    [GRAPH]

                              Annual Returns (%)

                              1999        (6.25)%
                              1998       (11.75)%
                              1997         18.09%
                              1996          8.58%
                              1995         23.45%
                              1994       (12.13)%
                              1993          6.60%
                              1992         10.41%
                              1991         35.10%
                              1990        (3.83)%

                                 Calendar Year


During the ten years ended December 31, 1999, the highest return for a quarter
was 12.83% for the quarter ended June 30, 1999, and the lowest return for a
quarter was (7.26%) for the quarter ended June 30, 1994.

                                        Performance Table

                      Average Annual Total Returns as of December 31, 1999

<TABLE>
<CAPTION>
                                                        1 Year  5 Years 10 Years
                                                        ------- ------- --------
           <S>                                          <C>     <C>     <C>
           SMDS........................................ (6.25%)  5.54%    5.81%
           S & P 500*.................................. 20.89%  28.24%   17.98%
           NAREIT Equity**............................. (4.62%)  8.09%    9.14%
</TABLE>

                  --------

                   * The S&P 500 Index is a widely recognized, unmanaged index
                     of 500 common stocks that is generally considered to be
                     representative of the U.S. stock market as a whole.

                  ** The NAREIT Equity Index is an unmanaged index comprised
                     of 178 real estate investment trusts.

Suitability
                  The fund may be a suitable investment for you if you:

                  . Desire an investment that focuses on income.

                  . Are investing for retirement or other long-term goals.

                  . Can tolerate performance that varies from year to year.

                                       5
<PAGE>

Stratton Small-
Cap Value Fund

Investment        Dividend income and capital appreciation.
Objective


Principal         Under normal market conditions, the fund invests at least
Strategy          80% of its assets in common stock and securities convertible
                  into common stock of small capitalization companies. In
                  selecting stocks for the fund to buy, small capitalization
                  companies are defined as companies with market
                  capitalizations, at the time of purchase, that are below the
                  market capitalization of the largest company in the Russell
                  2000 Index. These common stocks, including dividend-paying
                  common stocks, are of well-established U.S. companies that
                  the investment advisor believes are undervalued. Value
                  stocks are stocks that appear to be under-priced based on
                  traditional measures such as lower price-to-earnings ratios
                  and price-to-book ratios. The fund also invests in real
                  estate investment trusts.

                  Generally, small company stocks are considered more volatile
                  than large company stocks because they have limited product
                  lines and financial resources. Stocks of these companies may
                  experience more abrupt price movements than larger
                  capitalization stocks.

                  The fund's investment advisor employs a three-step process
                  that focuses on a stock's fundamental valuation, earnings
                  projections and, as a confirming factor, relative price
                  strength. Fundamental valuation is the largest component of
                  the process and takes into consideration both a company's
                  valuation relative to its peers and its valuation relative
                  to its private market value. The investment advisor believes
                  that undervalued companies with good earnings prospects have
                  superior appreciation potential with reasonable levels of
                  risk.

                  Securities in the portfolio that the investment advisor may
                  sell are those stocks with either poor earnings prospects
                  relative to their peers or stocks that have excessive
                  valuations relative to their peers.

Principal Risks   There are risks involved with any investment, but the risks
                  associated with an investment in the fund include:

                  . Stock market risk, or the risk that the price of
                    securities held by the fund will rise or fall due to
                    various conditions or circumstances which may be
                    unpredictable.

                  . Small-cap stocks tend to have a higher degree of market
                    risk than large-cap stocks, due to lack of liquidity and
                    other reasons.

                  . The cyclical nature of the real estate industry, which
                    subjects the real estate and real estate related
                    securities held by the fund to any market or economic
                    condition that may affect the value of real estate (up or
                    down).

                  . Loss of part or all of your investment in the fund.

                  . The portfolio manager's skill in assessing the potential
                    of the stocks the fund buys.

                                       6
<PAGE>

Bar Chart and     The following bar chart and performance table provide some
Performance       indication of the risks of investing in the fund by showing
Table             changes in the fund's performance from year to year and
                  showing how the fund's average annual returns compare with
                  those of a broad measure of market performance. Both the bar
                  chart and performance table assume reinvestment of dividends
                  and distributions. As with all mutual funds, past
                  performance is not a prediction of future performance.


                                    [GRAPH]

                              Annual Returns (%)

                              1999        (1.98)%
                              1998        (9.58)%
                              1997         42.37%
                              1996         14.96%
                              1995         27.27%
                              1994        (2.69)%

                                 Calendar Year


During the six years ended December 31, 1999, the highest return for a quarter
was 17.06% for the quarter ended June 30, 1999, and the lowest return for a
quarter was (18.92%) for the quarter ended September 30, 1998.

                                        Performance Table

                      Average Annual Total Returns as of December 31, 1999

<TABLE>
<CAPTION>
                                                1 Year  5 Years Since Inception*
                                                ------  ------- ----------------
           <S>                                  <C>     <C>     <C>
           SSCV................................ (1.98%) 13.05%       10.27%
           Russell 2000**...................... 21.36%  15.04%       12.39%
</TABLE>

                  --------

                   * Performance of the fund is based on the period April 12,
                     1993 (commencement of operations) through December 31,
                     1999. Performance of The Frank Russell 2000 Index (the
                     "Russell 2000") is based on the period March 31, 1993
                     through December 31, 1999.

                  ** The Russell 2000 is an unmanaged index comprised of the
                     smallest 2000 companies in the Russell 3000 Index,
                     representing approximately 11% of the Russell 3000 total
                     market capitalization. The Russell 3000 Index represents
                     approximately 98% of the investable U.S. equity market.

Suitability
                  The fund may be a suitable investment for you if you:

                  . Desire an investment that focuses on both growth and
                    income.

                  . Are investing for retirement or other long-term goals.

                  . Are willing to accept more market risk in return for the
                    potentially higher returns that may come from investing in
                    small-cap companies.

                  . Can tolerate performance that varies from year to year.

                                       7
<PAGE>

FEE TABLE <TABLE>
          <CAPTION>
                                                     SGF      SMDS     SSCV
                                                     ----     ----     ----
           <S>                                       <C>      <C>      <C>
           Annual Fund Operating Expenses:
           -------------------------------
           (as a percentage of average net assets)
           Management Fees.......................... 0.75%/1/ 0.63%/1/ 0.75%/2/
           Other Expenses........................... 0.41%    0.48%    0.33%
                                                     ----     ----     ----
           Total Fund Operating Expenses............ 1.16%    1.11%    1.08%
          </TABLE>

                  Example

                  The following example illustrates the expenses that you
                  would pay on a $10,000 investment, assuming (1) a 5% annual
                  rate of return, (2) redemption at the end of each time
                  period, (3) all distributions are reinvested; and (4) each
                  fund's operating expenses remain the same:

<TABLE>
<CAPTION>
                                                 1 Year 3 Years 5 Years 10 Years
                                                 ------ ------- ------- --------
           <S>                                   <C>    <C>     <C>     <C>
           SGF..................................  $118   $368    $638    $1409
           SMDS.................................  $113   $353    $612    $1352
           SSCV.................................  $110   $343    $595    $1317
</TABLE>
                  --------
                  /1/Total Fund Operating Expenses for SGF and SMDS for the
                     fiscal year ended December 31, 1999, with fee waivers,
                     were 1.13% and 1.09%, respectively, of SGF's and SMDS'
                     average net assets. The investment advisor voluntarily
                     has agreed to waive annually $15,000 of its compensation
                     from SGF and SMDS to offset a portion of the cost of
                     certain administrative responsibilities delegated to PFPC
                     Inc. ("PFPC").

                  /2/This fee represents the basic management fee of 0.75%
                     payable to SSCV, subject to a performance adjustment. The
                     performance adjustment is a rolling 24-month comparison
                     to the Russell 2000. See "Investment Advisor" for a
                     further discussion. For the fiscal year ended December
                     31, 1999, the investment advisor received 0.59% of SSCV's
                     average net assets. Absent such performance adjustment,
                     the investment advisor would have received 0.75% of
                     SSCV's average net assets.

                  The purpose of the fee table is to help you understand the
                  various costs and expenses you will bear directly or
                  indirectly. In addition to the above fees, the funds'
                  transfer agent charges $9 for each redemption by wire
                  transfer. A more complete description of the various costs
                  and expenses of the funds is contained throughout this
                  Prospectus, in the Statement of Additional Information and
                  in the financial statements and related notes which appear
                  in the funds' Annual Report to Shareholders.

                  This example should not be considered a representation of
                  past or future expenses or performance. Actual expenses may
                  be more or less than those shown.

                                       8
<PAGE>

FINANCIAL         The financial highlights are intended to help you understand
HIGHLIGHTS        each fund's financial performance during the periods stated.
                  Certain information reflects financial results for a single
                  fund share. "Total return" shows how much your investment in
                  a fund would have increased (or decreased) during each
                  period, assuming you had reinvested all dividends and
                  distributions. These figures have been audited by Tait,
                  Weller & Baker, certified public accountants, whose report,
                  along with the funds' financial statements is incorporated
                  by reference into the Statement of Additional Information
                  and is included in the funds' Annual Report to Shareholders
                  dated December 31, 1999, each of which may be obtained free
                  of charge by calling (800) 634-5726.

                           Stratton Growth Fund, Inc.

<TABLE>
<CAPTION>
                                Years Ended                        Years Ended
                               December 31,          7 Months        May 31,
                          -------------------------   Ended      ----------------
                           1999     1998     1997    12/31/96     1996     1995
                          -------  -------  -------  --------    -------  -------
<S>                       <C>      <C>      <C>      <C>         <C>      <C>
Net Asset Value,
 Beginning of Period....  $ 34.07  $ 33.39  $ 27.00  $ 27.18     $ 22.35  $ 20.65
                          -------  -------  -------  -------     -------  -------
Income From Investment
 Operations
 Net investment income..    0.416    0.570    0.550    0.312       0.556    0.537
 Net gains (losses) on
  securities (both
  realized and
  unrealized)...........   (3.516)   3.130    8.900    1.298       5.759    2.978
                          -------  -------  -------  -------     -------  -------
   Total from investment
    operations..........   (3.100)   3.700    9.450    1.610       6.315    3.515
                          -------  -------  -------  -------     -------  -------
Less Distributions
 Dividends (from net
  investment income)....   (0.410)  (0.590)  (0.540)  (0.580)     (0.540)  (0.540)
 Distributions (from
  capital gains)........   (1.330)  (2.430)  (2.520)  (1.210)     (0.945)  (1.275)
                          -------  -------  -------  -------     -------  -------
   Total distributions..   (1.740)  (3.020)  (3.060)  (1.790)     (1.485)  (1.815)
                          -------  -------  -------  -------     -------  -------
Net Asset Value, End of
 Period.................  $ 29.23  $ 34.07  $ 33.39  $ 27.00     $ 27.18  $ 22.35
                          =======  =======  =======  =======     =======  =======
Total Return............   (9.29%)  11.46%   36.06%    6.40%      29.62%   18.61%
Ratios/Supplemental Data
 Net assets, end of
  period (in 000's).....  $43,865  $63,323  $60,177  $44,801     $42,880  $31,719
 Ratio of expenses to
  average net assets....    1.13%    1.07%    1.11%    1.17%/1/    1.16%    1.31%
 Ratio of net investment
  income to average net
  assets................    1.21%    1.60%    1.87%    2.08%/1/    2.28%    2.70%
 Portfolio turnover
  rate..................   39.81%   38.02%   34.40%   20.32%      15.41%   42.54%
</TABLE>
- --------
/1/Annualized

                                       9
<PAGE>

                  Stratton Monthly Dividend REIT Shares, Inc.

<TABLE>
<CAPTION>
                                                         11          Years Ended
                          Years Ended December 31,     Months        January 31,
                          --------------------------   Ended      ------------------
                           1999     1998      1997    12/31/96      1996      1995
                          -------  -------  --------  --------    --------  --------
<S>                       <C>      <C>      <C>       <C>         <C>       <C>
Net Asset Value,
 Beginning of Period....  $ 24.78  $ 30.25  $  27.43  $  27.40    $  24.84  $  28.69
                          -------  -------  --------  --------    --------  --------
Income From Investment
 Operations
 Net investment income..    1.550    1.650     1.540     1.630       1.880     1.940
 Net gains (losses) on
  securities (both
  realized and
  unrealized)...........   (3.010)  (5.070)    3.200     0.160       2.600    (3.870)
                          -------  -------  --------  --------    --------  --------
   Total from investment
    operations..........   (1.460)  (3.420)    4.740     1.790       4.480    (1.930)
                          -------  -------  --------  --------    --------  --------
Less Distributions
 Dividends (from net
  investment income)....   (1.550)  (1.650)   (1.540)   (1.630)     (1.890)   (1.920)
 Distributions (in
  excess of net
  investment income)....      --    (0.400)      --     (0.130)     (0.030)      --
 Return of capital......   (0.490)     --     (0.380)      --          --        --
                          -------  -------  --------  --------    --------  --------
   Total distributions..   (2.040)  (2.050)   (1.920)   (1.760)     (1.920)   (1.920)
                          -------  -------  --------  --------    --------  --------
Net Asset Value, End of
 Period.................  $ 21.28  $ 24.78  $  30.25  $  27.43    $  27.40  $  24.84
                          =======  =======  ========  ========    ========  ========
Total Return............   (6.25%) (11.75%)   18.09%     7.12%      18.98%    (6.57%)
Ratios/Supplemental Data
 Net assets, end of
  period (in 000's).....  $59,413  $79,936  $101,956  $103,780    $129,267  $134,066
 Ratio of expenses to
  average net assets....    1.09%    1.02%     1.02%     1.02%/1/    0.99%     1.08%
 Ratio of net investment
  income to average net
  assets................    6.61%    5.95%     5.48%     6.94%/1/    7.42%     7.71%
 Portfolio turnover
  rate..................   13.94%   18.89%    42.47%    69.19%      53.30%    39.50%
</TABLE>
- --------
/1/Annualized

                         Stratton Small-Cap Value Fund

<TABLE>
<CAPTION>
                                Years Ended                         Years Ended
                               December 31,           9 Months       March 31,
                          -------------------------     Ended     ----------------
                           1999     1998    1997/2/  12/31/96/2/  1996/2/  1995/2/
                          -------  -------  -------  -----------  -------  -------
<S>                       <C>      <C>      <C>      <C>          <C>      <C>
Net Asset Value,
 Beginning of Period....  $ 20.11  $ 22.47  $ 16.79    $ 15.98    $ 12.94  $ 12.97
                          -------  -------  -------    -------    -------  -------
Income From Investment
 Operations
 Net investment income..    0.278    0.170    0.210      0.260      0.330    0.290
 Net gains (losses) on
  securities (both
  realized and
  unrealized)...........   (0.678)  (2.310)   6.800      1.740      3.040   (0.020)
                          -------  -------  -------    -------    -------  -------
   Total from investment
    operations..........   (0.400)  (2.140)   7.010      2.000      3.370    0.270
                          -------  -------  -------    -------    -------  -------
Less Distributions
 Dividends (from net
  investment income)....   (0.270)  (0.180)  (0.200)    (0.270)    (0.330)  (0.300)
 Distributions (from
  capital gains)........      --    (0.040)  (1.130)    (0.920)       --       --
                          -------  -------  -------    -------    -------  -------
    Total
     distributions......   (0.270)  (0.220)  (1.330)    (1.190)    (0.330)  (0.300)
                          -------  -------  -------    -------    -------  -------
Net Asset Value, End of
 Period.................  $ 19.44  $ 20.11  $ 22.47    $ 16.79    $ 15.98  $ 12.94
                          =======  =======  =======    =======    =======  =======
Total Return............   (1.98%)  (9.58%)  42.37%     12.84%     26.18%    2.09%
Ratios/Supplemental Data
 Net assets, end of
  period (in 000's).....  $36,054  $42,789  $39,377    $21,691    $19,592  $14,058
 Ratio of expenses to
  average net assets....    1.08%    1.56%    1.62%      1.29%/1/   1.46%    2.12%
 Ratio of net investment
  income to average net
  assets................    1.29%    0.80%    1.09%      2.03%/1/   2.28%    2.36%
 Portfolio turnover
  rate..................   43.44%   35.74%   26.27%     35.86%     33.50%   30.20%
</TABLE>
/1/Annualized
- --------
/2/Adjusted for a 2-for-1 stock split declared by the Fund to shareholders of
   record on December 17, 1997

                                       10
<PAGE>

INVESTMENT        The investment objective of SGF is fundamental and may not
POLICIES AND      be changed without the vote of a majority of the fund's
RISK              shares. The investment objectives of SMDS and SSCV are not
CONSIDERATIONS    fundamental and may be changed by each fund's Board of
                  Directors. Unless otherwise stated in this Prospectus or the
                  Statement of Additional Information, each fund's investment
                  policies are not fundamental and may be changed without
                  shareholder approval. However, the funds intend to notify
                  shareholders before making any change in any policy or
                  restriction. Fundamental policies may not be changed without
                  shareholder approval. A complete list of each fund's
                  fundamental investment restrictions appears in the Statement
                  of Additional Information.

Risk              Investments in small-cap companies have certain risks
Considerations    associated with them. First and foremost is their greater
for SSCV          earnings and price volatility in comparison to large
                  companies. Earnings risk is partially due to the
                  undiversified nature of small company business lines. The
                  fund attempts to counteract these concerns about investing
                  in small-cap companies by using strict purchase criteria.
                  One of these criteria stipulates that these companies must
                  have been sound and on-going entities for at least three
                  years. In addition, to be considered a buy candidate,
                  companies must be characterized as being undervalued
                  relative to their industry peers. Historically, undervalued
                  small companies have had a lower risk profile than the
                  overall small capitalization market.

Risk              Each fund may invest in REITs. Equity REITs invest directly
Considerations    in real property while mortgage REITs invest in mortgages on
for each Fund     real property. REITs may be subject to certain risks
                  associated with the direct ownership of real estate
REITs             including declines in the value of real estate, risks
                  related to general and local economic conditions,
                  overbuilding and increased competition, increases in
                  property taxes and operating expenses, and variations in
                  rental income. Generally, increases in interest rates will
                  decrease the value of high yielding securities and increase
                  the costs of obtaining financing, which could decrease the
                  value of the portfolio's investments. In addition, equity
                  REITs may be affected by changes in the value of the
                  underlying property owned by the trusts, while mortgage
                  REITs may be affected by the quality of credit extended.
                  Equity and mortgage REITs are dependent upon management
                  skill, are not diversified and are subject to the risks of
                  financing projects. REITs are also subject to heavy cash
                  flow dependency, defaults by borrowers, self-liquidation and
                  the possibility of failing to qualify for tax-free pass-
                  through of income under the Internal Revenue Code and to
                  maintain exemption from the Investment Company Act of 1940,
                  as amended.

                  REITs pay dividends to their shareholders based upon
                  available funds from operations. It is quite common for
                  these dividends to exceed the REIT's taxable earnings and
                  profits resulting in the excess portion of such dividends
                  being designated as a return of capital. A fund intends to
                  include the gross dividends from such REITs in its
                  distributions to shareholders and, accordingly, a portion of
                  the funds' distributions may also be designated as a return
                  of capital. For more information, please see the discussion
                  under "Tax Treatment: Dividends and Distributions."

                                       11
<PAGE>

Temporary         Although each fund normally seeks to remain fully invested
Investments       in equity securities, each fund may invest temporarily up to
                  100% of its assets in certain short-term fixed income
                  securities. Such securities may be used to invest
                  uncommitted cash balances temporarily to maintain liquidity
                  to meet shareholder redemptions, or as a defensive measure
                  to protect capital. These securities include, but are not
                  limited to, obligations of the U.S. government, its agencies
                  and instrumentalities, commercial paper, certificates of
                  deposit, bankers acceptances and repurchase agreements. When
                  a fund invests for defensive purposes, the fund may not
                  achieve its investment objective.

                  For temporary defensive purposes, SGF may invest in non-
                  convertible preferred stocks, debt securities and domestic
                  corporate and government fixed income obligations without
                  limitation and, to the extent such investments are made, the
                  fund will not be achieving growth of capital.

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

INVESTMENT        Stratton Management Company, with offices at Plymouth
ADVISOR           Meeting Executive Campus, 610 W. Germantown Pike, Suite 300,
                  Plymouth Meeting, PA 19462-1050, is the funds' investment
                  advisor and manager and is a registered investment advisor.
                  Stratton Management provides investment advisory services
                  for a variety of individuals and institutions, and had
                  approximately $1.65 billion in assets under management as of
                  December 31, 1999.

                  James W. Stratton is the Chief Executive officer of Stratton
                  Management and has been primarily responsible for the day-
                  to-day investment management of SGF and SMDS since 1972 and
                  1980, respectively. Mr. Frank H. Reichel, III has been
                  primarily responsible for the day-to-day investment
                  management of SSCV since that fund's commencement of
                  operations in April of 1993.

                  Pursuant to Investment Advisory Agreements, Stratton
                  Management Company provides an investment program in
                  accordance with each respective fund's investment policies,
                  limitations and restrictions.

Investment        For its advisory services, the investment advisor receives
Advisory Fee      an annual fee of 0.75% of daily net assets of SGF and an
                  annual fee of 0.63% of daily net assets of SMDS. The
                  investment advisor voluntarily has agreed to waive annually
                  $15,000 of its fees from SGF and SMDS to offset a portion of
                  the fees that those funds will incur under administration
                  agreements with PFPC. See the Statement of Additional
                  Information for a detailed description of those fees. During
                  the fiscal year ended December 31, 1999, SGF and SMDS paid
                  the investment advisor fees at the effective annual rates of
                  0.72% and 0.60%, of each fund's respective average daily net
                  assets.

                  For its investment advisory services to SSCV, the investment
                  advisor receives a fee, payable monthly, at an annual rate
                  of 0.75% of average daily net assets, plus/minus a
                  performance fee adjustment.

                  The performance fee adjustment for SSCV is calculated at the
                  end of each month based upon the fund's performance during
                  the last rolling 24-month period. The

                                       12
<PAGE>

                  fund's gross performance is then compared with the
                  performance of the Russell 2000. The Russell 2000 is a
                  widely recognized unmanaged common stock index of small to
                  medium size companies. When the fund performs better than
                  the Russell 2000, it pays the investment advisor additional
                  fees. If the fund lags the Russell 2000, the investment
                  advisor is paid less than the basic fee. Each 1.00% of the
                  difference in performance between the fund and the Russell
                  2000 during the performance period is equal to a 0.10%
                  adjustment to the basic fee. The end result is that if the
                  investment advisor manages the fund in such a way as to
                  outperform the benchmark index, the investment advisor is
                  paid more for its efforts. Most important, however, is the
                  fact that if the investment advisor does not perform as well
                  as the benchmark index, the investment advisor is paid less,
                  and in this way, penalized for poor performance.

                  The maximum annualized performance adjustment rate is +/-
                  0.50% of average net assets which would be added to or
                  deducted from the investment advisory fee if the fund
                  outperformed or underperformed the Russell 2000 by 5.00%.
                  The effect of this performance fee adjustment is that the
                  investment advisory fee may never be greater than 1.25% or
                  less than 0.25% of the fund's average daily net assets for
                  the preceding month. During the fiscal year ended December
                  31, 1999, SSCV paid the investment advisor a fee at the
                  effective annual rate of 0.57% of the fund's average daily
                  net assets.


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

PRICING FUND      Fund share pricing is based upon net asset value. The net
SHARES            asset value per share of each fund is determined once each
                  business day as of the close of regular trading hours
                  (normally 4:00 p.m. Eastern time) on the New York Stock
                  Exchange ("NYSE"). Such determination will be made by
                  dividing the value of all securities and other assets
                  (including dividends accrued but not collected) less any
                  liabilities (including accrued expenses), by the total
                  number of shares outstanding.

                  Portfolio securities are valued as follows:

                  1. Securities listed or admitted to trading on any national
                     securities exchange are valued at their last sale price
                     on the exchange where the securities are principally
                     traded or, if there has been no sale on that date, at the
                     mean between the last reported bid and asked prices.

                  2. Securities traded in the over-the-counter market are
                     valued at the last sale price, if carried in the National
                     Market Issues section by NASDAQ; other over-the-counter
                     securities are valued at the mean between the closing bid
                     and asked prices obtained from a principal market maker.

                  3. All other securities and assets are valued at their fair
                     value as determined in good faith by the Board of
                     Directors of the funds, which may include the amortized
                     cost method for securities maturing in sixty days or less
                     and other cash equivalent investments.

                  Determination of the net asset value may be suspended when
                  the right of redemption is suspended as provided under "How
                  to Redeem Fund Shares."

                                       13
<PAGE>

HOW TO BUY FUND
SHARES

Purchase Price    You pay no sales charge to invest in any of the funds.
                  Shares of all funds are sold at the net asset value per
                  share (NAV) next determined after receipt of the order by
                  PFPC.

Time of           All requests received by PFPC before 4:00 p.m. Eastern time
Requests          will be executed the same day, at that day's closing share
                  price. Orders received after 4:00 p.m. Eastern time will be
                  executed the following day, at that day's closing share
                  price. Shares will not be priced on days when the NYSE is
                  closed.

Stock exchange    Shares of the funds will not be priced and are not available
closings          for purchase on the following days on which the NYSE is
                  closed for trading: New Year's Day, Martin Luther King, Jr.
                  Day, Presidents' Day, Good Friday, Memorial Day,
                  Independence Day, Labor Day, Thanksgiving Day and Christmas
                  Day.

General           Shares of a fund may be repurchased or redeemed through
Information       broker/dealers who may charge a transaction fee. This fee
                  would not otherwise be charged if the shares were purchased
                  directly from a fund. The funds may accept wire purchase
                  orders from broker/dealers and institutions that previously
                  have been approved by a fund.

                  The funds reserve the right to reject any purchase order.
                  Share certificates are issued only upon shareholder request.

                  The funds do not accept third party checks for the purchase
                  of shares. The funds reserve the right to delay sending
                  redemption proceeds up to 15 days if you recently purchased
                  shares by check. A $20 fee is charged to your account for
                  any purchase check returned to the custodian.

                  Shareholder inquiries should be directed to the funds'
                  transfer agent, PFPC Inc., P.O. Box 61503, King of Prussia,
                  PA 19406-0903, phone number (800) 472-4266. Certain special
                  shareholder services, such as a request for a historical
                  transcript of your account, may involve an additional fee.

                  Shareholders of each fund can obtain toll-free access to
                  account information, as well as some transactions, by
                  calling (800) 472-4266. Integrated Voice Response System
                  provides share price and price change for the funds; gives
                  account balances and history (i.e., last transaction, latest
                  dividend distribution, redemptions by check during the last
                  three months); and allows exchanges of shares.

                                       14
<PAGE>

How to buy shares
- --------------------------------------------------------------------------------
                               To open an account
- --------------------------------------------------------------------------------
By Mail
- --------------------------------------------------------------------------------
Complete the application.

Mail the application and your check to:
 PFPC INC.
 P.O. BOX 61503
 KING OF PRUSSIA, PA 19406-0903

Please make check payable to the name of the fund you wish to invest in.

Minimum initial investment for the funds:
 $2,000 for non-retirement accounts
 No minimum investment for retirement accounts.
- --------------------------------------------------------------------------------
                              To add to an account
- --------------------------------------------------------------------------------
By Mail
- --------------------------------------------------------------------------------
Please make check payable to the name of the fund you are investing in and
write your account number on the check.

Mail your check and the stub from your last account statement to:
 PFPC INC.
 P.O. BOX 61767
 KING OF PRUSSIA, PA 19406-8767

Minimum additional investments for the funds:
 $100 for non-retirement accounts
 No minimum for retirement accounts
- --------------------------------------------------------------------------------
By Wire
- --------------------------------------------------------------------------------
For new accounts, call (800) 472-4266. An account number will be assigned to
you.

Call your bank with instructions to transmit federal funds to:
 --Boston Safe Deposit & Trust
 --ABA#: 011001234
 --Credit: The fund name
 --Acct#: 000701
 --FBO: name(s) on account registration and account number

Your bank may charge a wire fee.

Minimum investment: same as "By Mail" above.

Mail your completed application to PFPC Inc. at the address above.
- --------------------------------------------------------------------------------
By Wire
- --------------------------------------------------------------------------------
Follow instructions under "To open an account--By Wire".

Minimum additional investment: same as "By Mail" above.
- --------------------------------------------------------------------------------
By Automatic Investment*
- --------------------------------------------------------------------------------
Complete the application and return it with your initial investment. The
minimum investment for this plan is $100.

Subsequent investments will be drawn from your bank account and invested into
the fund(s).

*Requires $2,000 initial minimum balance.
- --------------------------------------------------------------------------------
By Automatic Investment
- --------------------------------------------------------------------------------
Call (800) 472-4266 to request an application.

Complete and return the application along with any other required materials.

Subsequent investments will be drawn from your bank account and invested into
the fund(s).

                                       15
<PAGE>

HOW TO REDEEM
FUND SHARES

Timing of         Shares are redeemed at the net asset value next determined
Requests          at the close of regular trading hours on the NYSE after
                  receipt of a request for redemption in the form described
                  below, and the certificates (if any) evidencing the shares
                  to be redeemed. There is no redemption charge. However, the
                  transfer agent will charge a $9 fee for wiring redemption
                  proceeds. Payment for shares redeemed is made within five
                  business days, or such shorter time period as may be
                  required by applicable SEC rules, after receipt of the
                  certificates (or of the redemption request where no
                  certificates have been issued) by mailing a check to your
                  address of record.

Telephone         Neither the funds nor any of their service contractors will
Redemptions       be liable for any loss or expense or cost in acting upon any
                  telephone instructions that are reasonably believed to be
                  genuine. To the extent that a fund fails to use reasonable
                  procedures to verify the genuineness of telephone
                  instructions, it and/or its service contractors may be
                  liable for any such instructions that prove to be fraudulent
                  or unauthorized.

Redeeming         If you wish to redeem shares that were recently purchased by
recently          check, the funds may delay mailing of your redemption check
purchased         for up to 15 business days after your redemption request to
shares            allow the purchase check to clear. If you are considering
                  redeeming shares soon after purchase, you should purchase by
                  bank wire or certified check to avoid delay.

Signature         The funds may require additional documentation, or signature
guarantees        guarantees on any redemptions if proceeds are to be paid to
                  someone other than the account holder, when redemption
                  proceeds are to be wired to a bank, requests to transfer
                  share registration, or when redemption proceeds are to be
                  sent to an address other than the account holder's. A
                  signature guarantee helps protect against fraud. You can
                  obtain one from most banks or securities dealers, but not
                  from a notary public. Please call (800) 472-4266 for
                  information on obtaining a signature guarantee.

Accounts with     If your account falls below $500, the fund may ask you to
low balances      increase your balance. If it is still below $500 after 60
                  days, the fund may close your account and send you the
                  proceeds.

                                      16
<PAGE>

How to redeem shares
- -----------------------------------     ----------------------------------------
   To redeem or close an account             To redeem or close an account
- -----------------------------------     ----------------------------------------
By Mail                                 By Telephone
- -----------------------------------     ----------------------------------------
Write a letter of instruction that
includes:
                                        To make redemptions by telephone, call
 --The fund name, your account          (800) 472-4266 before the close of
  number, the name(s) in which the      business on any business day. The funds
  account is registered and the         may require additional documentation,
  dollar value or number of shares      or signature guarantees on any
  you wish to sell.                     redemptions in amounts over $50,000.

 --Include all signatures and any       Proceeds will normally be sent the next
  additional documents that may be      business day by first class mail to the
  required.                             address in which the account is
                                        registered.
 --Mail your request and any
  applicable stock certificates you     Redemption requests to send proceeds to
  hold to:                              an address other than the address of
   PFPC INC.                            record must be in writing with the
   P.O. BOX 61503                       appropriate signature guarantees.
   KING OF PRUSSIA, PA 19406-0903       Telephone redemption requests to send
                                        proceeds to banks may be accepted if
 --A check will be mailed to the        the appropriate wiring instructions are
  name(s) and address in which the      on file prior to the request.
  account is registered.

- -----------------------------------     ----------------------------------------
By Exchange                             By Automated Clearing House
- -----------------------------------
                                        ----------------------------------------
Call (800) 472-4266 to request an       Redemption proceeds may be transferred
exchange of shares into another         to banks that are on-line members of
Stratton Mutual Fund.                   ACH. There are no service fees. Written
                                        ACH redemption requests should be sent
- -----------------------------------     to PFPC at the address under "By Mail."
By Systematic Cash Withdrawal Plan      ACH redemptions are sent the day
- -----------------------------------     following receipt of your request, and
Complete the appropriate part of        funds are available two days later.
the application and specify the
amount and frequency of
withdrawals you would like
(monthly minimum is $50). Be sure
to maintain an account balance of
$10,000 or more.

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

EXCHANGE          You can exchange fund shares for shares of the other
PRIVILEGE         Stratton funds, provided such other shares may legally be
                  sold in your state. Each fund has a distinct investment
                  objective, which should be reviewed before executing any
                  exchange of shares. You also should read the additional
                  information about a fund, including its expenses, before
                  seeking any such exchange. Shares may be exchanged by
                  written request or telephone.

                  PLEASE NOTE: Shareholders who have certificated shares must
                  surrender these certificates to the transfer agent to be
                  held on account in unissued form before taking advantage of
                  the exchange privilege. When returning certificates for this
                  purpose only, signature(s) need not be guaranteed. There are
                  no sales charges involved. Shareholders who engage in
                  frequent exchange transactions may be prohibited from
                  further exchanges or otherwise restricted in placing future
                  orders. The funds reserve the right to suspend the telephone
                  exchange privilege at any time. An exchange for tax purposes
                  constitutes the sale of one fund and the

                                       17
<PAGE>

                  purchase of another. Consequently, the sale may involve
                  either a capital gain or loss to the shareholder for federal
                  income tax purposes.

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

RETIREMENT        Each fund has available four types of tax-deferred
PLANS             retirement plans: (1) a Profit Sharing and a Money Purchase
                  Plan, for use by both self-employed individuals and
                  corporations; (2) an Individual Retirement Account, both
                  Traditional and Roth, for use by certain eligible
                  individuals with compensation (including earned income from
                  self-employment); (3) a Simple Individual Retirement Account
                  Plan for use by certain small employers; and (4) a 403(b)(7)
                  Retirement Plan, for use by employees of schools, hospitals,
                  and certain other tax-exempt organizations or associations.
                  More detailed information about how to participate in these
                  plans, the fees charged by the custodian, and the limits on
                  contributions can be found in the Statement of Additional
                  Information. To invest in any of the tax-deferred retirement
                  plans, please call the funds for information and the
                  required separate application, disclosure statement and
                  custodial agreement.

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

TAX TREATMENT:    Each fund contemplates declaring as dividends each year all
DIVIDENDS AND     or substantially all of its taxable income, including its
DISTRIBUTIONS     net capital gain (the excess of long-term capital gain over
                  short-term capital loss). Distributions attributable to the
Tax Treatment     net capital gain of a fund will be taxable to you as long-
                  term capital gain, regardless of how long you have held your
                  shares. Other fund distributions will generally be taxable
                  as ordinary income. (However, if a fund's distributions
                  exceed its net income and gain--as may be the case
                  particularly for SMDS, because REIT distributions often
                  include a nontaxable return of capital--that excess will
                  generally result in a nontaxable return of capital to you.)

                  The tax treatment to you of fund distributions will be the
                  same whether they are paid in cash or reinvested in
                  additional shares. Any dividends declared in October,
                  November or December and paid in January will be deemed for
                  tax purposes to have been paid to you on December 31. You
                  will be notified annually of the amount and tax status of
                  all distributions paid to you.

                  REITs often do not provide complete tax information to the
                  funds until after the calendar year-end. Consequently,
                  because of the delay, it may be necessary for the funds to
                  request permission to extend the deadline for issuance of
                  Forms 1099-DIV beyond January 31.

                  You should note that if you purchase shares shortly before a
                  taxable distribution, the purchase price will reflect the
                  amount of the upcoming distribution, but you will be taxed
                  on the entire amount of the distribution received, even
                  though, as an economic matter, the distribution simply
                  constitutes a return of capital. This is known as "buying
                  into a dividend."

                  You will recognize a taxable gain or loss on a sale,
                  exchange or redemption of your shares, including an exchange
                  for shares of another fund, based on the difference between
                  your tax basis in the shares and the amount you receive for
                  them. (To aid in computing your tax basis, you generally
                  should retain your

                                       18
<PAGE>

                  account statements for the periods during which you held
                  shares.) Generally, your gain or loss will be long-term or
                  short-term depending on whether your holding period for the
                  shares exceeds 12 months, except that any loss realized on
                  shares held for six months or less will be treated as long-
                  term capital loss to the extent of any capital gain
                  dividends that were received on the shares.

                  The one major exception to these tax principles is that
                  distributions on, and sales, exchanges and redemptions of,
                  shares held in an IRA (or other tax-qualified plan) will not
                  be currently taxable. Also, dividends paid to shareholders
                  that are corporations may be eligible for the 70% dividends-
                  received deduction to the extent the dividends are
                  attributable to qualifying dividends received by the fund
                  from domestic corporations. Generally, dividends received
                  from REITs are not considered to be qualifying dividends for
                  purposes of the 70% dividends-received deduction.

                  You will also generally be subject to any applicable state
                  and local income taxes on fund distributions and
                  redemptions. State income taxes generally will not apply,
                  however, to fund distributions attributable to interest on
                  federal securities, if any.

                  Each fund is required by Federal tax law to withhold 31% of
                  reportable payments (which may include dividends, capital
                  gains distributions, and redemptions) paid to shareholders
                  who have not complied with Internal Revenue Service
                  regulations regarding Tax Identification Certification. In
                  order to avoid this withholding requirement, you must
                  certify by signature on your Application, or on a separate
                  W-9 Form supplied by the transfer agent, that your Social
                  Security or Taxpayer Identification Number is correct (or
                  you are waiting for a number to be issued to you), and that
                  you are currently not subject to backup withholding, or you
                  are exempt from backup withholding.

                  The foregoing is only a summary of certain tax
                  considerations under current law, which may be subject to
                  change in the future. You should consult your tax adviser
                  for further information regarding federal, state, local
                  and/or foreign tax consequences relevant to your specific
                  situation.

Dividends and     The shareholders of each fund are entitled to dividends and
Distributions     distributions arising from the net investment income and net
                  realized gains, if any, earned on investments held by the
                  fund involved, when declared by the Board of Directors of
                  such fund. SGF declares and pays dividends from net
                  investment income on a semi-annual basis. SMDS declares and
                  pays dividends from net investment income on a monthly
                  basis. SSCV declares and pays dividends from net investment
                  income annually. Each fund will make distributions from net
                  realized gains, if any, once a year, but may make
                  distributions on a more frequent basis so as to avoid
                  incurring any fund level income or excise taxes, or for
                  other reasons. Any distribution paid necessarily reduces a
                  fund's net asset value per share by the amount of the
                  distribution. Distributions may be reinvested in additional
                  shares of such fund.

                                       19
<PAGE>

                             Stratton Mutual Funds
                            New Account Application

1.REGISTRATION

  Complete A, B or C below. (PLEASE PRINT) No certificates will be issued
  unless requested in writing.

  A.Individual or Joint Account*

   ------------------------------------------------------     -----------------
   First Name        Middle Initial        Last Name          Social Security
                                                              Number

   ------------------------------------------------------     -----------------
   First Name        Middle Initial        Last Name          Social Security
                                                              Number

   *Registration will be Joint Tenancy with Rights of Survivorship, unless
   otherwise specified.

  B.Gift to Minors

   ----------------------------------------------      Under the ____ UGMA/UTMA
   Name of Custodian                                          State

   ----------------------------------------------      ------------------------
   As Custodian For (name of minor)                    Minor's Social Security
                                                       Number

  C.Corporations, Partnerships, Trusts and Others**

   ----------------------------------------------      ------------------------
   Name of Legal Entity                                Taxpayer Identification
                                                       Number

   --------------------------------------------------------------------------
   Name of Fiduciary

   ----------------------------------------------
   Date of Trust (month, day, year)

   **Complete Corporate Resolution attached, if applicable

2.MAILING ADDRESS

  ----------------------------------------------------------------------------
  Street City State Zip Code

  ----------------------------             ----------------------------
  Daytime Telephone                        E-Mail Address

  If you have an account in another Stratton Fund that is registered under
  the same name as above, please list the account number here: _______________

3.INVESTMENT INFORMATION ($2,000 minimum each)
<TABLE>
   <S>                                      <C>               <C>         <C>
   [  ] Stratton Growth Fund, Inc.                  %          or         $
   [  ] Stratton Monthly Dividend
   REIT Shares, Inc.                                %          or         $
   [  ] Stratton Small-Cap Value Fund               %          or         $
                                Total           100 %                     $
</TABLE>

  [  ] BY CHECK: Please make payable to Stratton Mutual Funds

  [  ] BY WIRE: An initial purchase of $           was wired on ___________ by
                                                             date

  _______________________________________ to account #
     Name of your Bank or Broker                Number assigned by PFPC, Inc.

4.DISTRIBUTION OPTIONS

  Check one box only for each; if none are checked, all dividend and capital
  gains, if any, will be reinvested.

<TABLE>
   <S>            <C>                           <C>             <C>
   Income
   Dividends      (check one box only)          [  ] reinvested [  ] paid in cash
   Capital Gains
   Distributions  (check one box only)          [  ] reinvested [  ] paid in cash
</TABLE>

  Please refer to item 8 for instructions if cash option via Automated
  Clearing House ("ACH") is desired.
<PAGE>

5.SYSTEMATIC WITHDRAWAL PLAN

  [  ]Check box if you want this service.
      To establish a Systematic Withdrawal Plan (SWP), an account must have a
      current market value of $10,000 or more. Additionally, an account must
      have dividends reinvested.
     [  ] Check box if you want withdrawal sent to address of record.

     [  ] Check box if you want withdrawal sent via ACH as instructions
     indicate in item 8.

  Amount and Frequency of Payments:

    Beginning in          ,         , please make payments in the amount
    of $
                  month        year                           $50 minimum

    Payments will be processed on the 25th day of the month in the
    frequency indicated below:
       [  ] Monthly   [  ] Quarterly   [  ] Semi-annually   [  ] Annually

6.AUTOMATIC INVESTMENT PLAN
  [  ] Check box if you want this service.
    I (We) have read the terms and conditions of the Automatic Investment
    Plan set forth in the Prospectus. I (We) wish to invest on a
    monthly/quarterly basis, directly from my checking account into the
    Fund.
    Please provide the bank information in item 8 "Special Programs" and
    attach a voided check. Please designate the amount you would like
    invested each month/quarter $
                                      ($100 minimum)
    [  ] monthly   [  ] quarterly (check one)
    To begin on the 10th, 15th, 20th (circle one) of the month.

7.TELEPHONE EXCHANGE & REDEMPTION PRIVILEGE
    (NOTE: THIS OPTION WILL BE ASSIGNED TO YOUR ACCOUNT UNLESS YOU ELECT
    OTHERWISE BELOW!)
  [  ]Check box if you DO NOT want this service.
    I (We) authorize PFPC Inc. to honor telephone redemptions (to my/our
    bank) and/or to act upon instructions for exchanges (between my/our
    Funds) received by telephone believed by it to be genuine with
    identical registrations. I (We) understand that the telephone exchange
    privilege permits switching at any time between Stratton Growth Fund,
    Inc., Stratton Monthly Dividend REIT Shares, Inc., and Stratton Small-
    Cap Value Fund provided such other shares may legally be sold in the
    state of the investor's residence. Neither the Fund(s) nor PFPC Inc.
    will be liable for properly acting upon telephone instructions believed
    to be genuine.

  ----------------------------------------------------------------------------
  Bank Name                                      Branch Office (if applicable)

  ----------------------------------------------------------------------------
  Bank Address (Do not use P.O. Box) City State Zip Code

  ----------------------------------------------------------------------------
  Bank Wire Routing Number Name(s) on Bank Account Bank Account Number
                    PLEASE REMEMBER TO ATTACH A VOIDED CHECK

8.SPECIAL PROGRAMS

  All Direct Deposit Programs and ACH transactions will be sent as indicated
  below. There will be no charge for ACH transactions. Any changes in ACH
  transactions must be made in writing to PFPC Inc., 211 South Gulph Road,
  King of Prussia, PA 19406-0903. Please allow one month for ACH transactions
  to be effective.

  Notify your bank of your intent to establish this option on your bank
  account.

  ----------------------------------------------------------------------------
  Bank Name                                      Branch Office (if applicable)

  ----------------------------------------------------------------------------
  Bank Address (Do not use P.O. Box) City State Zip Code

  ----------------------------------------------------------------------------
  Bank Wire Routing Number Name(s) on Bank Account Bank Account Number

9.SIGNATURE AND CERTIFICATION

  The Internal Revenue Service does not require your consent to any provision
  of this document other than the certification required to avoid backup
  withholding.
  If you are subject to backup withholding check here: [  ]
  I have received, read and agree to the terms of the current Prospectus of
  the Funds. I have the authority and legal capacity to purchase shares of
  the Fund(s) and I am of legal age in my state. I authorize PFPC Inc., its
  affiliates, and the Fund(s) to act on any instructions believed to be
  genuine for any service authorized on this form. I agree that they will not
  be liable for any resulting loss or expense.
  Under penalties of perjury, I certify that the social security or taxpayer
  identification number entered above is correct and that I have not been
  notified by the IRS that I am subject to backup withholding, or that the
  IRS has notified me that I am no longer subject to backup withholding.
  Please sign here:

  --------------------------------------------------------    -----------------
  Signature of Owner, Custodian or Trustee                               Date

  --------------------------------------------------------    -----------------
  Signature of Joint Owner (if applicable)                               Date
<PAGE>

                  The Statement of Additional Information contains additional
                  information about the funds. The Statement of Additional
                  Information is incorporated by reference into this
                  Prospectus in its entirety. Additional information about the
                  funds' investments is available in the annual and semi-
                  annual reports to shareholders. In the annual report, you
                  will find a discussion of the market conditions and
                  investment strategies that significantly affected each
                  fund's performance during the last fiscal year.

                  To obtain a Statement of Additional Information, annual
                  report or semi-annual report for the funds, without charge,
                  call (800) 472-4266. This number may also be used to make
                  shareholder inquiries.

                  Information about the funds (including the Statement of
                  Additional Information) can be reviewed and copied at the
                  SEC Public Reference Room in Washington, D.C. Information on
                  the operation of the Public Reference Room may be obtained
                  by calling the SEC at (202) 942-8090. Reports and other
                  information about the funds are available on the EDGAR
                  Database on the SEC's Internet site at http://www.sec.gov.
                  You may request documents from the SEC, upon payment of a
                  duplicating fee, by electronic request at
                  [email protected], or by writing to the SEC, Public
                  Reference Section, Washington, DC 20549-0102.

                  SEC file nos.: SGF 811-2297
                           SMDS 811-2240
                           The Stratton Funds, Inc. 811-7434
<PAGE>


DIRECTORS

 Lynne M. Cannon
 John J. Lombard, Jr.
 Douglas J. MacMaster, Jr.
 Henry A. Rentschler
 Merritt N. Rhoad, Jr.
 Richard W. Stevens
 James W. Stratton

OFFICERS

 James W. Stratton
 Chairman

 John A. Affleck
 President,
 Stratton Growth Fund

 James A. Beers
 President, Stratton
 Monthly Dividend REIT Shares

 Frank H. Reichel, III
 President,
 Stratton Small-Cap Value Fund

 Joanne E. Kuzma
 Vice President

 Patricia L. Sloan
 Secretary & Treasurer

 Brigid E. Hummel
 Assistant Secretary &
 Treasurer


INVESTMENT ADVISOR

  Stratton Management Company
  Plymouth Meeting Executive Campus, 610 W. Germantown Pike, Suite 300
  Plymouth Meeting, PA 19462-1050, Telephone: 610-941-0255

TRANSFER AGENT & DIVIDEND PAYING AGENT

  PFPC Inc.
  3200 Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903
  Telephone: 610-239-4600, 800-472-4266

CUSTODIAN

  The Bank of New York
  48 Wall Street, New York, NY 10286

Visit the Stratton Mutual Funds web site at
http://www.strattonmgt.com

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          STRATTON
        Mutual Funds
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Stability . Strategy . Success



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