LORD ASSET MANAGEMENT TRUST
497, 1998-11-13
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                           Prospectus and Application

                         The Thomas White Funds Family
                          Capturing Value WorldwideSM

                       Thomas White American Growth Fund
                            Thomas White World Fund
                                November 1, 1998

Thomas White American Growth Fund (the "American Fund") seeks long-term  capital
growth by primarily investing in equity securities of United States companies.

Thomas  White World Fund (the  "World  Fund")  seeks  long-term  capital  growth
through a flexible policy of investing worldwide.

The Funds are series of the Lord Asset Management Trust (the "Trust"), which can
be contacted at the following address and telephone number:

                           Lord Asset Management Trust
                             440 S. LaSalle Street
                                   Suite 3900
                               Chicago, IL 60605
                                 1-800-811-0535

The  Securities  and Exchange  Commission  has not approved or  disapproved  the
Fund's  shares and has  expressed  no opinion as to the  accuracy or adequacy of
this  prospectus.  It is a  criminal  offense  to make a  representation  to the
contrary.


<PAGE>


Contents

Goals of the Funds and 
Investment Strategy                3

What You Should Know About Risk    5

How the World Fund Has Performed   7 

Expenses                           8     

The Advisor                        9     

Financial Information              12   

Dividends, Distributions and       13    
Taxes                               

Your Account                
    How to Buy Shares              15
    How to Sell Shares             19  

Shareholder Services and           21  
Account Policies                  

Contacting the Thomas White
Funds Family                       24

                           An Important Phone Number
                    All Shareholder Services: 1-800-811-0535


<PAGE>


Goals of the Funds
The  investment  objective of the American and World Funds is long-term  capital
growth.

Investment  Strategy Thomas White  International,  Ltd. (the "Advisor" or "TWI")
buys equity  securities  of companies at less than its research  indicates to be
their true worth. This normally produces portfolios with lower price-to-earnings
and  price-to-book  ratios and higher yields than many comparable  mutual funds.
Companies   considered    attractive   will   typically   have   the   following
characteristics:

o The market  price of the equity is  undervalued  relative to  earnings  power,
break-up value and inherent profitability.

o Companies will most often be paying a dividend and the resulting yield will be
relatively high.

o  The  companies   are,  or  may  soon  be,   exhibiting   improved   financial
characteristics  represented  by rising cash flow,  return on equity,  operating
margins and book value.

o The price of its equities may have recently  underperformed the general market
due to a low level of investor expectations regarding the earnings outlook.

o The companies should have the strength to operate successfully through adverse
business conditions.

This  approach  seeks out equities  where  current  investor  enthusiasm is low.
Positions are normally sold when the investment community's  perceptions improve
and the securities approach fair valuation.

The Advisor adheres to a long-term investment approach,  and it does not attempt
to project short-term changes in the general market. Each Fund intends to invest
in companies  for holding  periods  greater  than one year under  normal  market
conditions,  so the  frequency of its  purchases  and sales should be below many
comparable mutual funds.  Lower portfolio turnover helps to reduce trading costs
and shareholders' taxes.

A high exposure to the equity market is normally  maintained  unless the Advisor
is unable to find  undervalued  securities  that meet its  criteria.  Using this
investment  management style, the Advisor seeks superior long-term  performance,
below average  return  volatility and portfolio  resilience in difficult  market
environments.


<PAGE>


The American Fund

The American Fund primarily invests in equity securities of U.S. companies.  The
American Fund is designed to benefit from the future economic growth of the U.S.

The American Fund may take advantage of opportunities that exist anywhere in the
U.S.  equity  market.  It may also  invest up to 35% of its  assets in  non-U.S.
equity securities.  The Advisor may use American  Depositary  Receipts ("ADRs"),
which are depositary receipts, typically issued by a U.S. bank or trust company,
that allow indirect ownership of securities issued by foreign corporations.

The Advisor's research unit, the Global Capital Institute, looks for undervalued
securities in every U.S. industry.

The American Fund has the flexibility to engage in other investment  techniques,
different from the principal strategies mentioned here.

The World Fund

The World Fund primarily  invests in equity  securities of companies  located in
the  world's  developed   countries,   including  the  U.S.  Generally,   equity
investments  will  represent a  diversified  portfolio of  predominantly  larger
companies.  There  may also be a small  portion  of the World  Fund's  assets in
companies from emerging market countries.

The World Fund is  designed  to benefit  from  future  growth in  developed  and
emerging  market  countries,  including  the U.S. The Advisor  produces  monthly
valuation research that covers forty-seven countries. It believes that the world
now offers excellent  opportunities for growth and diversification.  The Fund is
designed to complement domestic equity funds, like the American Fund.

Like  the  American  Fund,  the  World  Fund  may  engage  in  other  investment
techniques, different from the principal strategies mentioned here.

Portfolio Diversification

In general,  the more diversified a fund's portfolio of stocks,  the less likely
that a specific stock's poor  performance will hurt that fund.  According to the
Morningstar  Principia  Database,  as of September  30, 1998,  the average world
mutual fund had 25.7% of its assets invested in its ten largest holdings,  while
the World Fund had only 10.8% of its assets  invested in its ten largest  equity
holdings.  The  American  Fund's top ten equity  holdings  are expected to equal
approximately 15% to 20% of the Fund's assets on average.


<PAGE>


What You Should Know About Risk

Those Who Should Invest in the Funds

The Funds are designed to be appropriate  for prudent  investors who are seeking
the long-term  performance  advantage of equities and who want growth of capital
rather than current  income.  They should appeal to investors who are interested
in low-cost  mutual funds.  Under normal  conditions the Funds will try to limit
shareholders' taxes through relatively low portfolio turnover.

Individuals  should  consider  improving the  risk-return  profile of their U.S.
mutual funds by having exposure to foreign investing. The World Fund is designed
for this purpose.

The Advisor discourages  potential  shareholders who are aggressive,  short-term
investors from investing in the Funds.

Equities

The Funds will predominantly be invested in equity securities,  including common
and preferred stocks.  Common stocks represent an equity (ownership) interest in
a corporation, while preferred stocks generally pay a higher dividend but do not
represent ownership.

Each  Fund is  subject  to  market  risk,  which is the risk that the value of a
security may move up and down, sometimes rapidly and unpredictably,  in response
to economic or other conditions.  In addition,  changes in interest rates affect
the value of portfolio  securities  held by the Funds and the  operations of the
issuers of the Funds' portfolio securities.

History shows that over long periods,  equities have  outperformed  bonds,  cash
equivalents and inflation.  Nevertheless,  in the short term, equity performance
may be volatile and unpredictable, and may produce greater negative returns than
other  asset  classes.  The  equity  securities  of  smaller  companies  may  be
particularly  volatile,  especially during periods of economic uncertainty.  The
World Fund is more likely than the American  Fund to be affected by the risks of
investing in small capitalization companies.

Foreign Securities

Holding equity  securities of foreign companies can entail taking more risk than
owning the  securities  of  domestic  companies.  Equity  securities  of foreign
companies  may be subject  to  additional  risks  such as  changes  in  currency
exchange rates,  political instability and inadequate or unreliable  information
about the  companies.  These  risks may be  particularly  acute with  respect to
investments in emerging markets.

While  both  Funds  may  invest in  foreign  securities,  the World  Fund can be
expected to be particularly subject to the risks posed by foreign investing.

These risks and others are more fully discussed in the SAI.


<PAGE>


General Risks

Shareholders  should understand that all investments  involve risk. There can be
no guarantee  against loss  resulting  from an investment in the Funds,  nor can
there be any assurance that a Fund's investment objective will be attained.

The value of a Fund's investments and,  therefore,  investment  performance will
vary from day to day. When you sell your shares,  they may be worth more or less
than the price you paid for them, and you could lose money.

TWI  recognizes  the above risks and attempts in its  management of the Funds to
moderate  them.  It believes  that a  professionally  structured  and  carefully
monitored portfolio can reduce the risks associated with less diversified equity
portfolios.

The Advisor attempts to configure the Funds'  portfolios to moderate the natural
volatility of equities by focusing each Fund's  investments  in equities that in
theory are underpriced. However, its success in doing so cannot be assured. Such
securities may never reach what the Advisor  believes to be their full value, or
may even go down in price. In addition,  this approach may produce returns below
aggressive equity funds, given the Advisor's efforts to limit risk.

Under  adverse  market  conditions,  the Funds could invest some or all of their
assets in money market  securities and similar  investments.  Although the Funds
would do this only in  seeking  to avoid  losses,  it could  have the  effect of
reducing the benefit from any upswing in the market.

Euro

On January 1, 1999,  eleven  European  countries  begin  conversion  to a common
currency.  Investments  traded  in  the  markets  in  these  countries  will  be
denominated in the new currency starting on this date. As of September 30, 1998,
the World Fund had 19.1% of its assets  invested in equities of issuers that are
domiciled in the countries where the currencies  will be converted.  The Advisor
does not believe that the  conversion to a common  currency will have a material
impact on the net asset value of the World Fund or affect the long-term  outlook
of those equities.


<PAGE>


How the World Fund Has Performed

The tables to the right  display the World Fund's  annual  returns and long-term
performance. The American Fund was launched November 1, 1998 and, therefore, had
no performance data to report when this prospectus was printed.

The first table shows that returns fluctuate from year to year. The second table
compares  the World Fund's  performance  to that of the MSCI World Index and the
MSCI All Country  World  Index,  recognized  unmanaged  indices of global  stock
performance. Both tables assume the reinvestment of income dividends and capital
gains distributions.

The World Fund has a return pattern  intended to appeal to the prudent  investor
who has moderate  risk  tolerance and a long-term  (over five years)  investment
outlook.

Year-by-year Total Return as of 12/31 each year [Bar Chart]

1995 - 19.03%
1996 - 16.50%
1997 - 11.70%

Best Quarter:    Quarter 2, 1997    10.19%
Worst Quarter:   Quarter 4, 1997    -2.98%

The World Fund's year-to date total return as of 9/30/98 was -1.02%.

                              Average Annual Return
                                 as of 12/31/97
                                                                Inception
                                    1 Year           3 Year     (6/28/94)

World Fund                          11.70%           15.71%       13.50% 
MSCI World                          15.76%           16.61%       14.59%
MSCI All Country World              15.00%           15.86%       13.98%

As with all  mutual  funds,  past  performance  is not a  prediction  of  future
results.

<PAGE>

Expenses

Annual Fund operating  expenses are charges paid when  shareholders buy and hold
shares of a Fund.  A Fund's  expenses  are  subtracted  daily and are  therefore
factored into the share price as reported;  expenses are not charged directly to
shareholder accounts.

Annual Fund Operating Expenses 
(deducted from Fund assets)

AMERICAN FUND
Management fee                      1.00%
Distribution/12b-1 fee              None
Other expenses                      0.35%
Total Fund operating expenses       1.35%*

WORLD FUND
Management fee                      1.00%
Distribution/12b-1 fee              None
Other expenses                      0.47%
Total Fund operating expenses       1.47%**

* The Advisor has agreed to reimburse  the American  Fund to the extent that the
Fund's total  operating  expenses  exceed 1.35% of the Fund's  average daily net
assets.  Absent  this  contractual  undertaking,   the  Fund's  total  operating
expenses, based on estimates for the current fiscal year, would be 1.63%.

* * The Advisor has agreed to  reimburse  the World Fund for its current  fiscal
year to the extent that the Fund's total operating  expenses exceed 1.50% of the
Fund's average daily net assets.

Examples:  These examples  illustrate the effect of expenses and are intended to
help you compare the costs of investing in the Funds with the costs of investing
in other mutual funds.  The examples are not meant to suggest actual or expected
cost or returns, all of which may vary.

Use of this  assumed  5% return  is  required  by the  Securities  and  Exchange
Commission  ("SEC");  it is not an  illustration  of past or  future  investment
results.

Assume that a Fund's annual  return is 5%, and that its  operating  expenses are
exactly as shown.  For every  $10,000  invested,  here's how much a  shareholder
would have paid in total  expenses if the account was closed after the number of
years indicated:

AMERICAN FUND
After 1 year      $137
After 3 years     $428

WORLD FUND
After 1 year      $150
After 3 years     $465
After 5 years     $803
After 10 years    $1757

The No-Load Advantage
The American and World Funds are 100%  no-load,  which means that all your money
is invested at a Fund's net asset value. There are no sales charges,  no 12b-1
fees and no back-end load fees that reduce your investment in the Funds.

Quick Fact:
The World  Fund's  total  expense  ratio is 1.47% for the  latest  fiscal  year,
compared  to  1.91%  for  the  average  of the 219  world  equity  funds  in the
Morningstar Principia Database on September 30, 1998.



<PAGE>


The Advisor

The Funds are  managed  by Thomas  White  International,  Ltd.,  440 S.  LaSalle
Street, Suite 3900, Chicago, Illinois 60605. TWI chooses each Fund's investments
and handles its  affairs,  under the  direction  of the Board of  Trustees.  TWI
provides the Funds with  investment  research,  advice,  supervision and certain
overhead items and facilities.  TWI provides investment  management and advisory
services to both a domestic and  international  client base,  including  trusts,
endowments,   corporations,  employee  benefit  plans,  Taft-Hartley  plans  and
individuals.

Thomas S. White,  Jr., has been the  portfolio  manager of the Funds since their
inceptions and has been managing  investments  for more than thirty years. He is
Chairman  of TWI,  which he  founded  in  1992.  Before  that he was a  Managing
Director of Morgan Stanley Asset Management and Chief Investment  Officer of its
Chicago Group,  which he began in 1982.  Further  information  concerning TWI is
included under the heading  "Investment  Management  and Other  Services" in the
SAI.

The  Global  Capital  Institute  is TWI's  fully-owned  research  division.  Its
analysts provide the company valuations that Mr. White uses to select stocks for
the  Funds'   portfolios.   The  Institute  produces  monthly  equity  valuation
publications for research clients who are asset management organizations located
around the world.

Each Fund pays a management  fee, equal to 1.00% of the Fund's average daily net
assets on an annual  basis,  to TWI for  managing its  investments  and business
affairs. See "Expenses."

TWI feels that it is important for  shareholders  to thoroughly  understand  and
grow  comfortable  with  its  investment   approach.   The  Funds'   shareholder
communications are written with this goal in mind.

Year 2000

The Funds'  operations  depend  heavily on computer  technology and the computer
systems of their service providers. The Advisor has implemented and successfully
completed a testing  program to address  technological  challenges  posed by the
transition  to the Year  2000.  Management  of the Trust is  working  with,  and
monitoring  the efforts of,  other  service  providers to the Funds to make sure
that they take steps that are  reasonably  designed to address Year 2000 issues.
Of course,  there is no guarantee that these efforts will completely address all
technology  issues  raised by the  transition  to Year 2000.  An  incomplete  or
untimely  resolution  of Year 2000  issues  could have  negative  effects on the
operations of the Funds and their service providers.  In addition,  if the value
of a Fund investment is adversely affected by a Year 2000 problem, the net asset
value of the Fund will be affected as well.


<PAGE>


The American Fund is designed to benefit from the Advisor's  ability to discover
attractive  investment  opportunities in each of the major industries within the
United States.

The United States has the largest and most diversified economy in the world. Its
stock market ranks number one by dollar value and number of common stocks.

The  Advisor's  research  unit,  the  Global  Capital  Institute,  has  produced
investment valuations of U.S. companies within the following industries.

Advertising                Engineering          Newspaper
Aerospace                  Entertainment        Office Equipment
Air Transport              Food Processing      Oilfield Services
Aluminum                   Foreign              Packaging & Container  
Apparel/Textile            Forest Products      Paper                  
Auto & Truck               Home Furnishing      Petroleum (Integrated) 
Auto Parts                 Grocery              Petroleum (Producing)  
Banks: National            Healthcare           Precision Instrument   
Banks: Regional            Home Appliance       Publishing             
Beverages                  Home Building        Railroads              
Broadcasting               Hotel                Real Estate            
Building Materials         Household Products   Recreation             
Cable TV                   Industrial Services  Restaurant             
Cement & Aggregates        Insurance            Retail: Specialty      
Chemicals                  Internet             Retail Store           
Cosmetics                  Investment Advisors  Securities Brokerage   
Computers & Peripherals    Machinery            Semiconductors         
Computer Software          Maritime             Steels                 
Drug                       Medical Services     Telecom Equipment      
Drugstore                  Medical Supplies     Telecom Services       
Electrical Equipment       Metal Fabricating    Tire & Rubber          
Electric Utilities         Metals & Mining      Toiletries             
Electronics                Natural Gas          Trucking               
                                                

The American Fund seeks to obtain superior long-term returns while attempting to
limit investment risks. It employs a valuation-oriented stock selection strategy
and broad portfolio diversification.  History shows that careful industry, asset
class and company diversification can lower portfolio volatility and reduce risk
during difficult market environments.


<PAGE>


The World Fund is designed to take advantage of the positive  changes  occurring
in the world today.

These forty-seven  countries contain over 3,600 companies that are valued by the
advisor's analysts. World Fund shareholders are currently partial owners of over
200 of these  companies.  World Fund  shareholders  are at the very epicenter of
what is driving change in today's world:  An  unprecedented  explosion of highly
beneficial global capitalism.

DEVELOPED MARKETS                           EMERGING MARKETS

EUROPE                                      GREATER EUROPE
   Austria                                    Czech Republic
   Belgium                                    Greece        Hungary
   Denmark                                    Russia        Poland
   Finland                                    Turkey
   France
   Germany
   Ireland                                  MIDDLE EAST
   Italy                                      Israel
   Netherlands
   Norway                                   AFRICA
   Portugal                                   South Africa
   Spain
   Sweden                                   LATIN AMERICA
   Switzerland                                Argentina      Mexico
   United Kingdom                             Brazil         Peru
                                              Chile          Venezuela
NORTH AMERICA                                 Columbia
   Canada
   United States                            INDIAN
                                            SUBCONTINENT
PACIFIC                                       India
   Australia                                  Pakistan
   Hong Kong                                  Sri Lanka
   Japan
   New Zealand                              FAR EAST
   Singapore                                  China          Philippines
                                              Indonesia      Taiwan
                                              Korea          Thailand
                                              Malaysia

The  goal of the  World  Fund is to have a  diversified  portfolio  of U.S.  and
foreign equity securities  representing a broad mix of industries and countries.
By combining broad diversification with its proprietary  research,  TWI seeks to
produce  superior  long-term  returns  and  volatility  that is lower  than most
comparable mutual funds.

<PAGE>

Financial  Information 
Thomas White World Fund 
This table summarizes the World Fund's financial history and performance. "Total
Return"  shows how much your  investment  in the Fund would have  increased  (or
decreased)  during  each  period,  assuming  you held your shares for the entire
period and had  reinvested  all dividends and  distributions.  The  information,
through  October 31,  1997,  has been  audited by  McGladrey & Pullen,  LLP, the
Fund's independent  auditors.  The information as of April 30, 1998 has not been
audited. This information, along with the World Fund's Financial Statements, are
included in the World Fund's most recent shareholder report,  which is available
upon request.

<TABLE>
<S>                          <C>                  <C>                      <C>
                                                                           
                                                                           Period from 
For a share outstanding      Period from Nov. 1,                           June 28,1994
throughout the period        1997 to Apr. 30,      Year ended October 31   (Inception) to
                                   1998            1997    1996      1995    Oct. 31,1994
- ------------------------------    ------          ------- ------   -------  ---------
Net Asset Value, beginning        $13.23          $12.33   $11.31    $10.50    $10.00
Of period
Income From Investment Operations

   Net investment income             .07            0.20     0.19      0.19      0.06
   Net realized and unrealized gain 1.95            1.65     1.51      0.71      0.44
- ------------------------------     ------         -------   ------   -------  --------
Total from investment operations    2.02            1.85     1.70      0.90      0.50

Less Distributions

   From net investment income      (0.19)          (0.19)   (0.20)    (0.09)      -
   From net realized gains         (0.54)          (0.76)   (0.48)         -      -
- ---------------------------------- ------         ------ --------   -------  ----------
   Total distributions             (0.73)         (0.95)   (0.68)    (0.09)       -
- ---------------------------------- ------         ------ --------   -------  ----------
Change in net asset value for the
period                              1.29           0.90     1.02       .81        .50
- ---------------------------------- ------         ------ --------   -------  ----------
Net Asset Value, end of period     $14.52         $13.23   $12.33    $11.31     $10.50
- ---------------------------------- ------         ------ --------  --------  ----------
Total Return                       16.16%         15.80%   15.63%    8.65%       5.00%**

Ratios/Supplemental Data

Net assets at end of period (in    $53,394        $47,996  $39,157   $32,979    $13,928
thousands)
Ratio to average net assets:
    Expenses (net of reimbursement) 1.42%          1.47%    1.50%     1.49%     1.50%*+
    Net investment income           1.07%          1.60%    1.63%     2.08%     1.79%*
Portfolio turnover rate             24.11%        48.19%   51.22%    64.54%    1.01%
*Annualized
**Not Annualized
+In the absence of the expense reimbursement, expenses would have been 2.36% of
average net assets.
</TABLE>

<PAGE>

Dividends, Distributions and Taxes
The Funds distribute all or  substantially  all of their net income and realized
gains to  shareholders  each year.  Normally,  dividends  and capital  gains are
distributed in December.

Your distributions are taxable when they are paid, whether you take them in cash
or reinvest them in additional shares.

Every  January,  the Funds will send you and the IRS a statement,  called a Form
1099, to assist you with your tax preparation.

Distribution Options
When you open an account,  specify on your  application  how you want to receive
your distributions.  If you later want to change your distribution options, call
us at 1-800-811-0535.

The Funds offer four options:

Your income  dividends and capital  gains  distributions  will be  automatically
reinvested in additional  shares of the relevant  Fund. If you do not indicate a
choice on your application, you will be assigned this option.

You  will  be  sent  a  check  for  each  income   dividend  and  capital  gains
distribution.

Your capital gains distributions will be automatically reinvested,  but you will
be sent a check for each income dividend.

Your income dividends will be automatically  reinvested,  but you will be sent a
check for each capital gains distribution.

Understanding Distributions:
As a Fund shareholder,  you are entitled to your share of your Fund's net income
and any net gains realized on investments.

Your share of each  Fund's  income  from  dividends  and  interest,  and any net
realized short-term capital gains, are paid to you as dividends, which are taxed
at the same rate as ordinary income.

Generally each Fund realizes  capital gains  whenever it sells  securities for a
higher price than it paid for them. Net realized long-term gains are paid to you
as capital gains distributions.  Currently,  long-term capital gains result from
sales of  securities  held for greater  than one year and are taxed at a rate of
20%.

Distributions  are subject to these capital  gains rates  regardless of how long
you have held your shares.

<PAGE>

Taxes
As with any investment, you should consider how your investment in the
Funds will be taxed.

For IRA accounts,  all distributions  will be automatically
reinvested  because  payment  of  distributions  in  cash  would  be  a  taxable
distribution from your IRA, and might be subject to tax penalties.

Taxes on Transactions
Your  redemptions - including  exchanges  between  accounts - are subject to the
federal  income tax on capital  gains.  A capital gain or loss is the difference
between the cost of your shares and the price you receive when you sell them.

Whenever you sell shares of a Fund,  we will send you a  confirmation  statement
showing  how many  shares you sold and at what  price.  You will also  receive a
year-end  statement  every  January.  It is up to you or your  tax  preparer  to
determine  whether any given sale resulted in a capital gain or loss, and if so,
the amount of tax to be paid.

Be sure to keep regular account statements; the information they contain will be
essential in calculating the amount of your dividends and capital gains.

Understanding Portfolio Turnover

Before  investing  in a mutual fund,  investors  should  consider its  portfolio
turnover  rate.  The  portfolio  turnover  rate is an indication of how long the
manager  holds  securities  in the  portfolio.  For  example,  if the  portfolio
turnover  rate is 100%,  then the  average  holding  period is one year.  If the
portfolio  turnover rate is 50%, then the average  holding  period is two years.
Funds  with  low  portfolio  turnover  rates  have  lower  brokerage  and  other
transaction costs, and the tax rates attached to the capital gains they generate
may be lower.  According to the Morningstar  Principia Database,  as of December
31, 1997, the average  portfolio  turnover rate for a global or domestic  equity
mutual fund was 87%. The World Fund had a 53%  portfolio  turnover  rate for the
year ended  December 31, 1997. The Advisor  estimates  that the American  Fund's
portfolio turnover will average between 40% and 60%.


<PAGE>


Your Account How to Buy Shares The Funds are 100% no-load and therefore  have no
sales  charges of any kind.  The purchase  price is a Fund's net asset value per
share (NAV), which is generally calculated as of the close of trading on the New
York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern time) every day the NYSE
is open.  Shares may not be purchased  on days the NYSE is closed.  Because some
foreign exchanges are open days when the NYSE is closed,  the NAV of a Fund, and
particularly  the World  Fund,  may  change on a day when you cannot buy or sell
shares of the Fund. Options for purchasing shares of the Funds are listed on the
table on page 16.

Shares of the Funds may be purchased or sold through certain fund  supermarkets,
broker-dealers   or  financial   institutions   ("Processing   Intermediaries").
Processing  Intermediaries may use procedures and impose fees or restrictions in
addition  to or  different  from those  applicable  to  shareholders  who invest
directly  in the Funds.  The Advisor  may,  out of its own  resources  and at no
additional costs to the Funds or shareholders, pay Processing Intermediaries for
providing services to the Funds or to shareholders.

The NAV of a Fund  generally is  determined  on the basis of the market price of
its assets,  minus its liabilities.  A Fund's investment in a security listed or
traded on a recognized stock exchange or NASDAQ is valued at its last sale price
on the  principal  exchange  on which the  security  is  traded.  The value of a
foreign  security  is  determined  as of the  close of  trading  on the  foreign
exchange  on which it is  traded  or as of 4:00 p.m.  Eastern  time,  if that is
earlier.  That value is then converted  into the U.S.  dollar  equivalent  using
foreign  exchange rates in effect at noon that day. The exception to this policy
is Canadian and Latin American  securities,  which  generally are converted into
their U.S. dollar equivalent at 4:00 p.m. Eastern time.

Securities  for which  market  quotations  are not readily  available  and other
assets are valued at fair value as  determined  in good faith  under  guidelines
established by the Board of Trustees.

An order will be priced at the next NAV  calculated  after it is accepted by the
Funds.  All purchases  must be made in U.S.  dollars and checks must be drawn on
U.S.  banks.  Accounts may not be opened with a third party check.  The Funds do
not accept cash or credit cards.  If payment for a check or telephone order does
not clear,  the purchase will be canceled and the shareholder will be liable for
any losses or fees the Funds or their Transfer Agent incur.

Minimum Investments
                  Initial    Additional
Regular Account   $2,500        $100
Automatic Invest  $1,000        $100
Traditional IRA   $1,000        $100
Roth IRA          $1,000        $100

<PAGE>

THE FOLLOWING ACCOUNT TYPES CAN BE OPENED USING THE ENCLOSED APPLICATION.

Individual or Joint Ownership- For your general investment needs

Individual accounts are owned by one person. Joint accounts can have two or more
owners.

Gift or Transfer to a Minor (UGMA,  UTMA) - To invest for a minor's education or
other future needs

These  custodial  accounts  provide  ways to give money to a minor.  The account
application must include the minor's social security number.

Trust or Established  Employee Benefit or Profit-Sharing  Plan - For money being
invested by a trust,  employee benefit plan, or profit-sharing plan The trust or
plan must be established before an account can be opened.

Corporation   or  Other  Entity  -  For   investment   needs  of   corporations,
associations,  partnerships, institutions, or other groups You will need to send
a certified corporate resolution with your application.


TO ESTABLISH ONE OF THE FOLLOWING RETIREMENT
ACCOUNTS PLEASE CALL 1-800-811-0535 FOR COMPLETE IRA INFORMATION.

Traditional IRA: An individual retirement account.  Contributions may or may not
be tax deductible  depending on a shareholder's  circumstances.  Assets can grow
tax-free. When distributions are received they are taxable as income.

Spousal  IRA:  An IRA  funded by a working  spouse in the name of a  non-working
spouse.

Roth IRA: An IRA with non-deductible  contributions,  tax-free growth of assets,
and tax-free distributions for qualified expenses.

Simplified  Employee Pension Plans (SEP-IRAs):  An IRA that allow small business
owners or those with self-employment income to make tax-deductible contributions
of up to $30,000 per year for themselves and any eligible employees.

Savings  Incentive  Match Plan for Employees  (SIMPLE):  Firms with 100 or fewer
employees  who do not have a  retirement  plan  can  establish  a  SIMPLE  Plan.
Employees  can  establish a SIMPLE plan in the form of either an IRA or a 401(k)
plan.  Employers  using IRAs must either match the first 3% of pay each employee
defers under the plan, or alternatively,  make a non-elective contribution of 2%
of pay for each eligible employee.

<PAGE>

How to Buy Shares of the Funds

Mail 
To open an account:
Complete and sign the application. 
Make your check payable to "Thomas White American  Growth  Fund" or 
to "Thomas  White World Fund." Mail to the address on the application, 
or for overnight delivery:
     Thomas White Funds Family
     Shareholder Services Center
     615 East Michigan Street
     3rd Floor
     Milwaukee, WI  5320

To add to an account:
Make your check payable to "Thomas White American Growth Fund" or "Thomas White
World  Fund"  and  include  the stub from one of your  statements  with a
letter containing  your name and account  number.  Remember to always put your
account number on your check. Mail to the address on your statement.


Phone 1-800-811-0535
To open an account:
You may only  open a new  account  by phone if you wire your  investment  to our
Transfer Agent. See the section "Wire" below.

To add to an account:
Use the telephone  purchase plan to transfer funds from your bank account.  Call
first to verify that this service is in place on your account.  (This service is
not available for IRAs)

You must make your telephone purchases by 4:00 p.m. Eastern time.

Wire 
To open an account:
     If  you  make  your  initial  investment  by  wire  you  must  fill  out an
     application  marked  "follow-up"  and send it to our  Transfer  Agent.  The
     application  must be  received  before any of the  purchased  shares can be
     redeemed.  Prior to wiring your investment to the Transfer Agent,  call and
     establish an account to ensure the Transfer  Agent  correctly  credits your
     account. There is a $10 wire fee.

To add to an account:
     Wire to:
     Firstar Bank Milwaukee, N.A.
     ABA Number 07500-00022
     Trust Funds, Acct Number 112-952-137
     For further credit to:
     Thomas White American Fund 
     or 
     Thomas White World Fund
     (Investment account number)
     (name or account registration)



<PAGE>

Automatic Investment Plan
To open an account:
You may open a new account with a $1,000 minimum initial  investment if you sign
up for the Automatic  Investment  Plan.  Fill out the Automatic  Investment Plan
section on the  application  for monthly or quarterly  transfers  from your bank
account.

To add to an account:
If you would like to add this  service to your  account,  or if you already have
this service,  you can easily  change the frequency or amount of your  automatic
investments over the phone by calling 1-800-811-0535.

Guidelines
Your bank must be a member of Automatic Clearing House (ACH).

If the transfer is from a checking account, this application must be accompanied
by a voided check.

If the transfer is from a savings account,  this application must be accompanied
by an account deposit slip.

Application must be received, with initial investment, at least 15 business days
prior to initial ACH transaction.

If the automatic  purchase cannot be made due to  insufficient  funds, a $15 fee
will be assessed.  Your Automatic  Investment Plan will be terminated  after two
such occurrences.

This plan will terminate upon redemption of all shares in your account.

Termination  of this Plan must be in writing and received by Firstar Mutual Fund
Services,  LLC.  Please allow five business days for the  termination  to become
effective.

<PAGE>

How to Sell Shares
You can  arrange to take  money out of your Fund  account at any time by selling
(redeeming) some or all of your shares. Your shares will be sold at the next NAV
calculated after your order is received and accepted.

A Fund may hold payment on redemptions until it is reasonably  satisfied that it
has  received  payment for a recent  purchase  made by check,  by the  Automatic
Investment Plan, or by telephone purchase, which can take up to fifteen days.

To sell shares in a regular  (non-IRA)  account,  you may use any of the methods
described here. To sell shares in an IRA, your request must be made in writing.
If you need an IRA Withdrawal Request form, call us at 1-800-811-0535.

Selling Shares in Writing
Please send a letter with:
* your name;

* your Fund account number;

* the dollar amount or number of shares to be redeemed; and

* any other applicable requirements listed in the table on the next page.

Mail your letter to:
     Thomas White Funds Family
     c/o Firstar Mutual Fund Services, LLC
     P.O. Box 701
     Milwaukee, WI  53201-0701

Certain  requests  must  include a  signature  guarantee,  designed  to  protect
shareholders  and the Funds from fraud. You should be able to obtain a signature
guarantee from a bank,  broker-dealer,  credit union (if authorized  under state
law), securities exchange or savings association. A notary public cannot provide
a signature guarantee.

Your request must be made in writing and include a signature guarantee if any of
the following situations applies:

* you wish to redeem more than $50,000 worth of shares;

* your name has changed by marriage or divorce  (send a letter  indicating  your
account number(s) and old and new names,  signing the letter in both the old and
new names and having both signatures guaranteed);

* your address has changed within the last 30 days and you would like to redeem
shares;

* the check is being mailed to an address different from the one on your account
(record address);

* the check is being made payable to someone other than the account owner; or

* you are instructing us to wire the proceeds to a bank or brokerage account and
have not previously arranged for telephone redemption by wire.

<PAGE>


HOW TO SELL SHARES OF THE FUNDS
Phone 1-800-811-0535

All accounts except IRA
To verify that the telephone  redemption plan is in place, call  1-800-811-0535.
This may be selected on the application.

You must make your telephone redemptions by 4:00 p.m. Eastern time.

Mail
Individuals, Joint Owners, Sole Proprietorships, UGMA, UTMA

o The letter of instruction  must be signed by all persons  required to sign for
transactions (usually, all owners of the account), exactly as their names appear
on the account.

IRAs

o The account owner should  complete an IRA  Withdrawal  Request  form.  Call 1-
800-811-0535 to request one.

Trust

o The  trustee  must sign the letter  indicating  capacity  as  trustee.  If the
account  registration does not include the trustee's name, provide a copy of the
trust document certified within the last 30 days.

Business or Organization

o The person or persons authorized by corporate resolution to act on the account
must sign, in that person's  official  capacity,  the redemption  request on the
corporation's  stationery. 

o Include a corporate  resolution  certified  within 30 days if the amount to be
redeemed exceeds $50,000.

Executor, Administrator, Conservator, Guardian

o Call 1-800-811-0535 for instructions.


<PAGE>


Shareholder Services and Account Policies

Doing Business with the Funds

For customer  service call  1-800-811-0535.  The Funds  provide  customers  with
service  Monday through  Friday,  except  holidays,  from 9:00 a.m. to 8:00 p.m.
Eastern time.

The Funds'  automated phone system can also provide  shareholder  information 24
hours a day by dialing the above toll-free number.

At the  discretion  of the Funds,  investors  may be permitted to purchase  Fund
shares by  transferring  securities  to a Fund that meet that Fund's  investment
objective and policies. See the SAI for further information.

Subject to  limitations  described  in the SAI each Fund  reserves  the right to
redeem its shares in kind  through  payment of portfolio  securities  instead of
cash.

Investors who make excessive  moves in and out of the Funds generate  additional
costs that fall upon all of a Fund's  shareholders.  To minimize such costs, the
Funds reserve the right to reject any specific  purchase order.  Purchase orders
may also be refused if, in the Advisor's opinion,  they are of a size that would
disrupt the management of a Fund.

Redemptions may be suspended or payment dates postponed on days when the NYSE is
closed  (other  than  weekends  or  holidays),  when  trading  on  the  NYSE  is
restricted, or as permitted by the SEC.

If the value of an account falls below $1,000 due to redemptions or exchanges, a
notice of  liquidation  will be sent to the  investor's  address of record.  The
Funds  reserve  the right to close that  account  and send the  proceeds  to the
shareholder unless sufficient additional shares are purchased.

If checks  representing  redemption  proceeds  or  dividend  and  capital  gains
distributions  are returned  "undeliverable"  or remain uncashed for six months,
the  checks  shall  be  canceled  and the  proceeds  will be  reinvested  in the
appropriate Fund at the per share NAV on the date of cancellation.  In addition,
after such six-month period, the cash election will automatically be changed and
future  dividends  and  distributions  will be  reinvested  at the per share NAV
determined on the date of payment of such distributions.

Address Changes
An  address  may be changed  by  calling  1-800-811-0535.  The Funds will send a
written  confirmation  of the  change  to both  the old  and new  addresses.  No
telephone  redemptions  may be made for 30 days  after a change  of  address  by
phone.  During  those 30 days,  a signature  guarantee  will be required for any
written redemption request unless the change of address was made in writing with
a signature guarantee.

<PAGE>

Telephone Transactions
(For your protection, all transactions are completed over a recorded line.) Many
transactions may be initiated by telephone:

* Change of address;

*  Request  duplicate  statements  to be  sent  to  someone  designated  by  the
shareholder;

* Request a current account statement;

* Purchase shares by telephone (plan must be pre-established);

* Redeem  shares and have proceeds  wired to a bank checking  account (bank wire
redemption plan must be pre-established, not available for IRA accounts);

* Change the frequency or amount,  or discontinue the Automatic  Investment Plan
on your account(s);

* Add or discontinue the telephone redemption privilege for an account;

* Change distribution option (does not apply to IRA accounts);

* Redeem shares, with a check sent to the address of record (does not apply to *
IRA accounts, and address of record must not have changed in the last 30 days);

* Exchange  money from an individual  account to an existing IRA account with an
identical registration;

* Change the  contribution  year on an IRA account to the previous year up until
April 15 of the current year.

The Funds will not be responsible  for any losses  resulting  from  unauthorized
telephone  transactions if they follow reasonable  procedures designed to verify
the identity of the caller.  Those  procedures  may include  recording the call,
requesting additional information, and sending written confirmation of telephone
transactions.

You should  verify the  accuracy  of  telephone  transactions  immediately  upon
receipt  of  your  confirmation  statement.  If you do not  want  to be  able to
initiate  purchase or redemption  transactions by telephone,  you should decline
these privileges on your account  application or call the Funds for instructions
at 1-800-811-0535.

If you are unable to reach the Funds by phone  (for  example  during  periods of
unusual market activity), you should consider placing their order by mail.

Telephone  Exchange  Plan 
The Funds'  telephone  exchange  plan  permits  you to
exchange your investment between one Fund and another, or between a Fund and one
of the Firstar Money Market Funds. The Firstar Money Market Funds are:
* Money Market Fund
* U.S. Treasury Money Market Fund
* U.S. Government Money Market Fund
* Tax-Exempt Money Market Fund

Before exchanging with one of the available money market funds,  please call and
request a prospectus. You will be asked if you have read the

<PAGE>

prospectus, and an exchange cannot be accepted unless you indicate that you have
done so. Each of the money market  funds is a no-load fund managed by FIRMCO,  a
Wisconsin  limited liability  company and subsidiary of Firstar  Corporation,  a
bank holding company.

The price at which shares are exchanged is determined by the time of day that we
receive the request. To get today's price call before 3:00 p.m. Central time.

Exchange Plan Restrictions
Exchanges will be limited to four round-trip exchanges per year (a round-trip is
the exchange out of one fund into another fund,  and then back into the original
fund).

Shares of the fund being  exchanged  into must be available for sale in the your
state. The World Fund and the Firstar Money Market Funds are available in all 50
states. The American Fund will have a limited  availability during the first two
years of operation.  You can call  800-811-0535  to verify the  availability  in
their state.

You may only exchange  between  accounts  that are  registered in the same name,
address, and taxpayer identification number.

To establish a new account  through an exchange,  the exchange  must be equal to
the minimum  initial  investment of $2,500.  For exchanges  between  established
accounts the minimum exchange value must be at least $1,000.

The exchange plan is not  available for shares of a fund for which  certificates
have been issued.

Because excessive trading can hurt the Funds' performance and shareholders,  the
Funds reserve the right to  temporarily  or  permanently  terminate the exchange
privilege of any investor who makes excessive use of the exchange plan.

The Funds also reserve the right to refuse  exchange  purchases by any person or
group,   if  TWI  believes  that  the  purchase  will  be  harmful  to  existing
shareholders.

Please remember that exchanges between taxable/non-retirement accounts will have
tax consequences.

The Funds  reserve the right to  terminate  or modify the  exchange  plan at any
time, but will try to give prior notice  whenever they are able to reasonably do
so.


<PAGE>


Contacting the Thomas White Funds Family

Phone 1-800-811-0535
The following  documents are available for free and provide further  information
on the Funds:

Annual/Semi-Annual Reports to Shareholders
In the  annual  report,  you will  find a letter to  shareholders  from the Fund
manager  and  a  discussion  of  the  events  that  impacted  the  World  Fund's
performance  during the period  covered,  as well as a list of the World  Fund's
investments.  As a new fund, the American Fund does not yet have any performance
to report to shareholders.

Statement of Additional Information (SAI)
The SAI contains additional  information about the Funds. A current SAI has been
filed with the SEC and is incorporated into this Prospectus by reference.

E-mail
Send your request to [email protected]

On the Internet
Fund Documents can be viewed online or downloaded from two Internet websites:
         The Securities and Exchange Commission: http://www.sec.gov
         Thomas White Funds Family: http://www.thomaswhite.com

By Mail
Thomas White Funds Family
         440 South LaSalle Street,
         Suite 3900
         Chicago, IL  60605

You can also  obtain  copies by  visiting  the SEC's  Public  Reference  Room in
Washington,  DC (phone  1-800-SEC-0330  for more information) or by sending your
request and a duplicating fee to the SEC's Public Reference Section, Washington,
DC 20549-6009.

SEC file number: 811-8348


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