AAL MUTUAL FUNDS, 485APOS, 1997-10-15

AAL MUTUAL FUNDS
485APOS, 1997-10-15

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Registration No. 33-12911
As filed on October 15, 1997 Registration No. 811-5075

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 25
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 27
(Check appropriate box or boxes)

THE AAL MUTUAL FUNDS
(Exact name of registrant as specified in charter)

222 West College Ave.
Appleton, Wisconsin 54919-0007
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code (414)734-5721
Robert G. Same
Secretary
The AAL Mutual Funds
222 West College Avenue
Appleton, WI 54919-0007
(Name and Address of Agent for Service)

Approximate date of proposed public offering: As soon as practicable after the
effective date of the registration statement.

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

o immediately upon filing pursuant to paragraph (b) of Rule 485
o on ________________, pursuant to paragraph (b) of Rule 485
o 60 days after filing pursuant to paragraph (a)(1) of Rule 485
o on _________________, pursuant to paragraph (a)(1) of Rule 485
o 75 days after filing pursuant to paragraph (a)(2) of Rule 485
XX on December 29, 1997, pursuant to paragraph (a)(2) of Rule 485
==========================================
Registrant has previously registered an indefinite number of its shares of
beneficial interest pursuant to Rule 24f-2 under the Investment Company Act of
1940. Registrant filed under Rule 24f-2 on June 24, 1997.
==========================================
Page 1 of pages___.
Exhibit index is located at Page

<PAGE>

CROSS REFERENCE SHEET FOR
The AAL Mutual Funds
Institutional Shares
<TABLE>
<CAPTION>

N-1A Item No. Location
<S> <C>
PART A
Item 1 Cover Page Cover Page
Item 2 Synopsis Prospectus Summary
Item 3 Financial Highlights The Funds' Financial Highlights
Item 4 General Description of Registrant Cover Page; Prospectus Summary and the Funds' Investment Objectives
and Investment Policies
Item 5 Management of the Fund Board of Trustees; and Management of the Trust
Item 5A Management's Discussion of Fund
Performance Annual Report
Item 6 Capital Stock and Other Securities Organization and Description of Shares
Item 7 Purchase of Securities Being Offered Buying Institutional Shares in the Funds; Dividends, Distributions
and Taxes; and Organization and Description of Shares
Item 8 Redemption or Repurchase Selling (Redeeming) Institutional Shares
Item 9 Pending Legal Proceedings Not Applicable

PART B
Item 10 Cover Page Cover Page
Item 11 Table of Contents Table of Contents
Item 12 General Information and History Not Applicable
Item 13 Investment Objectives and Policies Investment Objectives and Investment Policies; Additional Investment
Factors and Risks Regarding the Funds; and Investment Restrictions
Item 14 Management of the Funds Investment Advisory Services and Distributor
Item 15 Control Persons and Principal Holders
of Securities Investment Advisory Services
Item 16 Investment Advisory and Other Services Investment Advisory Services and Distributor
Item 17 Brokerage Allocation Portfolio Transactions
Item 18 Capital Stock and Other Securities General
Item 19 Purchase, Redemption and Pricing of
Securities Being Offered Purchases and Redemptions; Pricing Considerations
Item 20 Tax Status Tax Status, Dividends and
Distributions
Item 21 Underwriters Distributor
Item 22 Calculation of Performance Data Calculation of Yield and Total Return
Item 23 Financial Statements Financial Statements

PART C
Item 24 Information required to be included in Part C is set forth under the appropriate Item, so numbered in Part C to
this Registration Statement
</TABLE>

<PAGE>

The AAL Mutual Funds

Prospectus
December 29, 1997

Institutional Shares

The AAL Mutual Funds (the "Funds") are a series of separate mutual fund
portfolios within a single Trust, each with a specific investment objective. The
Funds offer investment opportunities to eligible Lutherans (including their
families and their enterprises) and to members and employees of Aid Association
for Lutherans ("AAL"). This prospectus describes Institutional shares for the
following Funds:

Equity-Oriented Funds

THE AAL CAPITAL GROWTH FUND: Investing in Large Company Stocks
THE AAL MID CAP STOCK FUND: Investing in Mid-Sized Company Stocks
THE AAL SMALL CAP STOCK FUND: Investing in Small Company Stocks
THE AAL INTERNATIONAL FUND: Investing in Foreign Securities

Equity and Income Oriented Funds

THE AAL EQUITY INCOME FUND (formerly known as The AAL Utilities Fund): Investing
in Income-Producing Equity Securities
THE AAL BALANCED FUND: Investing in Stocks, Bonds and Money Market Instruments

Income-Oriented Funds

THE AAL BOND FUND: Investing in Investment Grade Bonds
THE AAL MUNICIPAL BOND FUND: Investing in Tax-Exempt Municipal Bonds
THE AAL HIGH YIELD BOND FUND: Investing in Below Investment Grade Bonds

The AAL High Yield Bond Fund invests primarily in lower-rated bonds, commonly
known as "junk bonds." Junk bonds are subject to greater loss of principal and
interest. You should carefully assess the risks associated with an investment in
this Fund. See "The AAL High Yield Bond Fund - Investment Factors and the Risks
Involved."

THE AAL MONEY MARKET FUND: Investing in Money Market Instruments

The U.S. government neither insures nor guarantees your investment in The AAL
Money Market Fund. Also, we (The AAL Mutual Funds) do not give you any assurance
that we will be able to maintain a net asset value of $1.00 per share for the
Fund.

The prospectus sets forth concisely the information about the Funds'
Institutional shares that you ought to know before investing. Read it carefully
and keep it for future reference. You can find more detailed information,
including investment policies, techniques, restrictions and the risks associated
with them, in the Statement of Additional Information ("SAI"), dated December
29, 1997. The SAI has been filed with the Securities and Exchange Commission
("SEC"). The SAI, along with the most recent AAL Mutual Funds Annual Report are
incorporated in this prospectus by reference (which means that it is legally
considered part of this prospectus even though you will not find it printed
here). You can obtain a copy of the SAI and a copy of the annual report free by
calling 800-553-6319 or writing The AAL Mutual Funds at 222 West College Avenue,
Appleton, Wisconsin 54919-0007. The Telecommunications Device for the Deaf
("TDD") number is 800-684-3416. Class A and Class B shares for the Funds
described in this prospectus are described in a separate prospectus. In
addition, The AAL U.S. Government Zero Coupon Target Funds, Series 2001 and 2006
are described in a separate prospectus and are closed to additional investments.

LIKE ALL MUTUAL FUND SHARES, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAVE APPROVED OR DISAPPROVED THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS

Prospectus Summary
Reading the Prospectus
The AAL Capital Growth Fund
Expense Summaries and Example
Financial Highlights
The AAL Mid Cap Stock Fund
Expense Summaries and Example
Financial Highlights
The AAL Small Cap Stock Fund
Expense Summaries and Example
Financial Highlights
The AAL International Fund
Expense Summaries and Example
Financial Highlights
The AAL Equity Income Fund
Expense Summaries and Example
Financial Highlights
The AAL Balanced Fund
Expense Summaries and Example
The AAL Bond Fund
Expense Summaries and Example
Financial Highlights
The AAL Municipal Bond Fund
Expense Summaries and Example
Financial Highlights
The AAL High Yield Bond Fund
Expense Summaries and Example
Financial Highlights
The AAL Money Market Fund
Expense Summaries and Example
Financial Highlights
Additional Investment Factors and Risks Regarding the Funds
Risks of Investing in Foreign Securities
Investment Restrictions
Board of Trustees
Management of the Trust
Buying Institutional Shares in the Funds
Selling (Redeeming) Your Institutional Shares
Exchange Privilege
Net Asset Value (NAV)
Dividends, Distributions and Taxes
Shareholder Maintenance Agreement
Yield and Performance Information
Transfer Agent, Custodians and Independent Accountants
Organization and Description of Shares
Asset Allocation
Questions
Glossary of Important Terms
Appendix: Securities Ratings

<PAGE>

PROSPECTUS SUMMARY

Organization of The AAL Mutual Funds

AAL Capital Management Corporation ("AAL CMC"), which is a Delaware corporation
organized in 1986, is the investment adviser ("Adviser") and Distributor
("Distributor") for the Funds. As the Adviser, AAL CMC makes the investment
decisions for the Funds. As the Distributor, AAL CMC sells the Funds' shares to
investors. As of October 1, 1997, AAL CMC managed about $4.4 billion for the
Funds.

AAL owns the outstanding stock in AAL CMC. AAL is a non-profit, non-stock
membership organization, licensed to do business as a fraternal benefit society.
AAL has a mission of bringing Lutherans and their families together to pursue
quality living through financial security, volunteer action and help for others.
AAL has about 1.7 million members and is one of the world's largest fraternal
benefit societies in terms of assets and life insurance in force. AAL ranks in
the top two percent of all life insurers in the U.S. in terms of ordinary life
insurance (nearly $78 billion in force). AAL offers life, health and disability
income insurance and fixed and variable annuities to its members. Members belong
to one of over 9,500 local AAL branches throughout the U.S.

Reading the Prospectus

References to "you" and "your" in the prospectus refer to prospective investors
or shareholders. References to "we," "us" or "our" refer to the Trust or the
Funds and Fund management (the Adviser and/or Sub-Adviser for The AAL
International Fund), Distributor, Administrator, Transfer Agent and Custodians)
generally.

We have placed a glossary defining important terms at the end of this
prospectus. If you are unsure of the meaning of any term in the prospectus,
please check the glossary. We also have an Appendix to the prospectus that
describes the Nationally Recognized Statistical Rating Organizations ("NRSROs")
and their ratings for bonds and other debt and money market instruments. If you
are unsure of a rating as described in the prospectus, please refer to the
Appendix.

The Funds

In the prospectus, we provide you with information on: the investment
objectives, policies and risks of investing in the Funds, how to buy and sell
Institutional shares, management and services provided to the Funds and other
information. For more information on the Funds' risks, please remember to read
"Additional Investment Factors and Risks Involved" after reading the separate
Fund descriptions. The table on page three summarizes the Funds available for
your investment.

<TABLE>
The AAL Mutual Funds Primary Objectives Primary Investments Primary Risks
<CAPTION>
<S> <C> <C> <C>
The AAL Capital Growth Fund Long-Term Capital Growth Large Company Stocks Financial and Market

The AAL Mid Cap Stock Fund Long-Term Capital Growth Mid-Sized Company Stocks Financial and Market

The AAL Small Cap Stock Fund Long-Term Capital Growth Small Company Stocks Financial and Market

The AAL International Fund Long-Term Capital Growth Foreign Stocks Financial, Market and
Foreign Investment
The AAL Equity Income Fund Current Income, Long-Term Income-Producing Securities Financial, Market and
Income Growth and Capital Interest Rate
Growth
The AAL Balanced Fund Long-Term Total Return Stocks, Bonds and Money Financial, Market,
Market Instruments Interest Rate, Credit and
Asset Allocation
The AAL Bond Fund High Current Income Investment Grade Bonds Interest Rate and Credit
Consistent with Capital
Preservation
The AAL Municipal Bond Fund High Current Income Exempt Investment Grade Interest Rate and Credit
from Federal taxes Municipal Bonds
Consistent with Capital
Preservation
The AAL High Yield Bond Fund High Current Income and Below Investment Grade Interest Rate, Credit and
Secondarily Capital Growth Bonds Market

The AAL Money Market Fund High Current Income Money Market Instruments Interest Rate
Consistent with Liquidity
and Capital Preservation
</TABLE>

* Your Guide to Risk Disclosure

Credit Risk ......................................................... pages

Financial Risk ...................................................... pages

Foreign Investment Risk ............................................. pages

Interest Rate Risk .................................................. pages

Market Risk ......................................................... pages

The prospectus describes a separate class of shares for each Fund,
"Institutional" shares, for Lutheran organizations or enterprises with minimum
initial investment in the Funds of $ 1 million. We designed Institutional shares
to give Lutheran organizations and enterprises (non-natural persons) or
financial institutions acting in a fiduciary or agency capacity for them a
convenient means of accumulating an interest in The AAL Mutual Funds. We did not
design Institutional shares for individuals, their individual retirement
accounts or trusts designed for the benefit of individuals. Investors in
Institutional shares purchase shares at net asset value. They neither pay
initial sales charges, redemption fees nor "12b-1 distribution or service fees."

We also offer Class A and Class B shares of the Funds. We describe Class A and
Class B shares in a separate prospectus. Investors in Class A shares of the
Funds pay a sales charge immediately upon purchase (front-end sales charge).
Investors in Class B shares pay a sales charge when they redeem Class B shares
held for less than five years (contingent deferred sales charge). In addition,
investors pay "12b-1 fees" for Class A and Class B shares. 12b-1 fees are
ongoing asset based fees that we charge for these shares pursuant to a plan to
cover the costs of certain activities related to the distribution and service of
these shares. The performance of the Funds' Class A, Class B and Institutional
shares will vary based on differences in sales charges and fees. For more
information on, and a prospectus for, the Funds' Class A and Class B shares, you
may call the Mutual Funds Service Center at 800-553-6319.

<PAGE>

THE AAL CAPITAL GROWTH FUND

Investment Objective

The AAL Capital Growth Fund seeks long-term capital growth by investing
primarily in a diversified portfolio of common stocks and securities convertible
into common stocks.

Investment Policies

Under normal circumstances, we invest at least 65% of the Fund's total assets in
common stocks, not including convertible securities. Generally, we focus on
dividend-paying stocks issued by companies with earnings growth per share higher
than earnings growth per share of the S&P 500(R). In selecting stocks, we look
for quality, operating growth predictability and financial strength.

We may invest the remaining 35% of the Fund's total assets in additional common
stocks, preferred stocks and bonds. The Fund does not invest in bonds for
capital growth or for long time periods. We limit our investments in convertible
securities to no more than 5% of the Fund's net assets.

Annual Advisory Fee

0.70 of 1% on the first $250 million

0.65 of 1% on the next $250 million

0.575 of 1% on the next $500 million

0.50 of 1% on average daily net assets over $1 billion.

Portfolio Manager

Frederick L. Plautz has managed the day-to-day Fund investments since November
1, 1995. Prior to managing the Fund, Mr. Plautz served as vice president and
portfolio manager for Federated Investors from 1990 through October 1995.

Investment Factors and Risks Involved

Financial Risk: Many factors affect an individual company's performance, such as
management or the demand for a company's products or services and company
performance affects the value of stocks in the Fund's portfolio.

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stock prices rise generally and periods when stock prices decline
generally. The value of the Fund's investments may increase and decrease more
than the stock market in general, as measured by the S&P 500(R). You could lose
money investing in the Fund.

Expense Summaries and Example

The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL
Capital Growth Fund.

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends

Maximum deferred sales charge None

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .58%

12b-1 distribution and service fees None

Other expenses .05%

Total Fund Operating Expenses .63%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $7

After 3 years $21

You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

<PAGE>

THE AAL MID CAP STOCK FUND

Investment Objective

The AAL Mid Cap Stock Fund seeks long-term capital growth by investing primarily
in a diversified portfolio of common stocks, and securities convertible into
common stocks, of mid-sized companies. By mid-sized companies, we mean those
with market capitalizations ranging from $100 million to $5 billion.

Investment Policies

Under normal circumstances, we invest at least 65% of the Fund's total assets in
stocks, not including convertible securities, of mid-sized companies. Generally,
we focus on companies with market capitalizations ranging from $400 million to
$3.5 billion. Mid-sized companies tend to be smaller and less seasoned than
companies listed in the S&P 500(R). These companies may trade in the
over-the-counter market as well as on U.S. national securities exchanges.

We may invest the remaining 35% of the Fund's total assets in any combination of
additional mid cap stocks, larger capitalization stocks and securities
convertible into such stocks.

We look for mid-sized companies (including companies initially offering their
stocks to the public) that, in our opinion:

1) have prospects for growth in their sales and earnings;

2) are in an industry with a good economic outlook;

3) have higher quality management and more management depth than small
companies; and

4) have a strong financial position.

We usually pick companies in the middle stages of their development. These
companies tend to have established a record of profitability and possess a new
technology, unique product or market niche.

We tend to sell stocks of companies when we think other investments offer better
opportunities. Due to this policy, the Fund may from time to time have
short-term gains or losses.

Annual Advisory Fee

0.75 of 1% on the first $200 million

0.65 of 1% on average daily net assets over $200 million

Portfolio Manager

Michael R. Hochholzer, CFA, has managed the day-to-day Fund investments since
March 1997. Prior to managing the Fund, Mr. Hochholzer served as a securities
analyst and portfolio manager for Aid Association for Lutherans, the parent
company of AAL Capital Management Corporation from 1989.

Investment Factors and Risks Involved

Financial Risk: Stocks of mid-sized companies may present a greater risk of
losing value than stocks of larger, more established companies, but may present
less risk than stocks of smaller companies. Mid-sized companies tend to have
relatively smaller revenues, narrower product lines, less management depth and
smaller shares of the market for their products or services than large
companies.

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stock prices rise generally and periods when stock prices decline
generally. Due to the tendency for mid cap stocks to have less liquidity in the
market than large company stocks, the value of the Fund's investments might
increase and decrease more than the stock market in general, as measured by the
S&P 500(R). You could lose money investing in the Fund.

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .69%

12b-1 distribution and service fees None

Other expenses .09%

Total Fund Operating Expenses .78%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $8

After 3 years $25

<PAGE>

THE AAL SMALL CAP STOCK FUND

Investment Objective

The AAL Small Cap Stock Fund seeks long-term capital growth by investing
primarily in a diversified portfolio of common stocks, and securities
convertible into common stocks, of small companies. By small companies, we mean
those with market capitalizations of less than $1 billion.

Investment Policies

Under normal circumstances, we invest at least 65% of the Fund's total assets in
stocks, not including convertible securities, of small companies. Generally, we
focus on companies with market capitalizations ranging from $30 million to $600
million. Small companies tend to be substantially less-seasoned than companies
listed in the S&P 500(R) or the S&P(R) MidCap 400 Index. Small cap companies
trade in the over-the-counter market as well as on U.S. securities exchanges
such as the New York Stock Exchange ("NYSE").

We may invest the remaining 35% of the Fund's total assets in any combination of
additional small cap stocks, larger capitalization stocks and securities
convertible into such stocks. We look for small companies (including companies
initially offering their stocks to the public) that, in our opinion: 1) are in
their early stages of development or positioned in new and emerging industries;
2) have an opportunity for rapid growth; 3) have capable management; and 4) are
financially sound. Generally, the investing public does not know as much about
or follow the stocks of small companies as compared to stocks of larger
companies. As a result, small company stocks may provide greater opportunities
for long-term capital growth as a result of the relative inefficiencies in the
marketplace.

We tend to sell the stocks of companies when we think that other investments
offer better opportunities. This tendency may, from time to time, cause the Fund
to have short-term gains or losses.

Annual Advisory Fee

0.75 of 1% on the first $200 million

0.65 of 1% on the average daily net assets over $200 million

Portfolio Manager

Kevin Schmitting, CFA, has managed the day-to-day Fund investments since its
inception on July 1, 1996. Mr. Schmitting also managed The AAL Mid Cap Stock
Fund from November 1, 1995, through March 17, 1997. Prior to November 1, 1995,
Mr. Schmitting served as investment director and in other investment capacities
for the State of Wisconsin Investment Board beginning in 1984 through October
1995.

Investment Factors and Risks Involved

Financial Risk: Small, less-established companies may have relatively lower
revenues, limited product lines, lack of management depth and a lower share of
the market for their products or services than larger companies. Stocks of these
companies present a greater risk of losing value than stocks of larger, more
established companies.

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stock prices rise generally and periods when stock prices decline
generally. Historically, small capitalization stocks have experienced more price
volatility than mid-size and large capitalization stocks. Some of the reasons
they have greater volatility include: 1) less certain growth prospects of small
firms; 2) lower degree of liquidity in the markets for such stocks; and 3)
greater sensitivity of small companies to changing economic conditions. As a
result, the value of the Fund's investments tends to increase and decrease
substantially more than the stock market in general, as measured by the S&P
500(R). You have a greater risk of losing your money invested in the Fund.

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .75%

12b-1 distribution and service fees None

Other expenses .21%

Total Fund Operating Expenses .96%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $10

After 3 years $31

<PAGE>

THE AAL INTERNATIONAL FUND

Investment Objective

The Fund seeks long-term capital growth by investing primarily in a diversified
portfolio of foreign stocks.

Investment Policies

Under normal circumstances, we invest at least 65% of the Fund's total assets in
foreign stocks primarily traded in at least three countries, not including the
United States. We may not invest more than 25% of the Fund's assets in any one
country. We do not have any other limitations on how much of its assets it may
invest in securities primarily traded in any one country.

We focus on stocks primarily trading in the United Kingdom, Western Europe,
Australia, Far East, Latin America and Canada. Many of these markets are mature,
while others are emerging (for example, Indonesia and Argentina). We do not have
any limits on the extent to which we can invest in either mature or emerging
markets. We may invest up to 100% of the Fund's total assets in emerging
markets. We have listed the countries and their classifications as mature or
emerging in the Statement of Additional Information. From time to time, we may
invest in securities trading in other countries not listed here or in the
Statement of Additional Information.

Typically, we consider an issuer as domiciled in a particular country if it:

(1) is incorporated under the laws of that country;

(2) has at least 50% of the value of its assets located in that country; and

(3) derives at least 50% of its income from operations or sales in that
country.

For issuers that do not meet the above domicile criterion, we make a good-faith
determination based on such factors as the location of issuer's assets,
personnel, sales and earnings.

We may invest the remaining 35% of the Fund's total assets in: additional
foreign stocks; U.S. stocks; structured notes and/or preferred stocks; and up to
20% of the Fund's total assets in U.S. and foreign bonds and other debt
obligations, including lower-rated debt, commonly referred to as "junk bonds"
(i.e., securities rated BB or lower by Standard & Poor's Corporation or Ba or
lower by Moody's Investor Services, Inc.) and unrated securities.

We do not place any restrictions on the debt ratings of securities acquired or
the portion of the Fund's assets we may invest in a particular rating category
for the Fund.

Pending the investment of cash from new sales or to meet ordinary daily cash
needs, we may hold cash temporarily (U.S. dollars, foreign currencies or
multinational foreign currency units) for the Fund. We may invest any portion of
the Fund's total assets in money market instruments.

Annual Advisory Fee

1% on the average daily net assets

Annual Sub-Advisory Fee

0.75 of 1% on the average daily net assets (payable from the 1% Annual
Advisory Fee paid to the Adviser)

Sub-Adviser

We have hired a sub-adviser ("Sub-Adviser"), Societe Generale Asset Management
Corp. ("SoGen"), who, under our direction and control, makes the day-to-day
investment decisions for the Fund. SoGen, 1221 Avenue of the Americas, New York,
New York 10020 is a registered investment adviser that is indirectly owned by
Societe Generale, one of France's largest banks. Under the Sub-Advisory
Agreement, the Sub-Adviser for the Fund, subject to our (the Adviser and Board
of Trustees for the Fund) direction and control determines which securities to
purchase and sell for the Fund, arranges the purchases and sales for the Fund,
and renders other assistance to us in formulating and implementing the
investment program for the Fund.

Portfolio Manager

Jean Marie Eveillard has managed the day-to-day Fund investments since its
inception on August 1, 1995. Mr. Eveillard has served as SoGens President and
Director since April 1990.

<PAGE>

Investment Factors and Risks Involved

Foreign Investment Risk: In addition to the risks of investing in stocks of
different sized companies, as highlighted in our other stock fund offerings
(financial and market risks), investors face particular risks associated with
foreign investing. Foreign investment risks include currency, liquidity,
political, economic and market risks, as well as risks associated with
governmental regulation and nonuniform corporate disclosure standards. We may
invest from 0% to 100% of the Fund's net assets in emerging growth countries,
which may entail more risk than investing in mature countries. The greater the
percentage of net assets the Fund invests in emerging countries, the greater the
investment

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee 1.00%

12b-1 distribution and service fees None

Other expenses .23%

Total Fund Operating Expenses 1.23%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $13

After 3 years $40

<PAGE>

THE AAL EQUITY INCOME FUND

Investment Objective

The AAL Equity Income Fund seeks current income, long-term income growth and
capital growth by investing primarily in a diversified portfolio of
income-producing equity securities. By "income-producing equity securities," we
mean equity securities, including securities exchangeable or convertible into
equity securities, that offer dividend yields that exceed the average dividend
yields on stocks comprising the S&P 500(R).

Investment Policies

Under normal circumstances, we invest at least 65% of the Fund's total assets in
income-producing equity securities. We may invest the remainder of the Fund's
total assets, in whole or in part, in additional income-producing equity
securities, bonds and commercial paper.

In selecting equity securities for the Fund, we look for companies that: (1)
have a good growth rate and return on capital; (2) have favorable aspects for
future growth and dividends; (3) are financially sound; (4) have high-quality
management; and (5) are in a favorable competitive environment.

We buy bonds, including convertible securities, if, at the time of purchase at
least two NRSROs have rated them investment grade; or, if unrated, we have
determined them to be of investment grade. We may invest up to 5% of the Fund's
total assets in such securities rated below investment grade. We buy commercial
paper rated in the top two categories by an NRSRO. We may buy unrated commercial
paper, if we determine the commercial paper is investment grade.

Although we do not intend to do so at this time, we may invest up to 15% of the
Fund's net assets in securities located outside the United States. Without
regard to the 15% limitation, we may invest in foreign securities domestically
through depository receipts (i.e., American Depository Receipts ("ADRs")) and
securities of foreign issuers traded on a U.S. national securities exchange or
the NASDAQ National Market System.

We expect to realize income from dividends earned on equity investments and
interest earned on debt securities. We seek capital appreciation by attempting
to select income-producing equity securities that we believe are under-priced
relative to the securities of companies with comparable fundamentals.

Annual Advisory Fee

0.50 of 1% on the first $250 million

0.45 of 1% on average daily net assets over $250 million

Portfolio Manager

Lewis Alexander Bohannon, CFA, has managed the day-to-day Fund investments since
November 1, 1995. From 1980 through 1994, Mr. Bohannon was at Cigna Corporation,
serving as managing director and portfolio manager from 1990 to 1994.

Investment Factors and Risks Involved

Although we intend to diversify the Fund's investments in securities across many
different industries, income-producing equity securities tend to be more
prevalent in some market sectors than others. The higher dividend yielding
securities included in the S&P 500(R) are found primarily in the services
(communications and retail), energy, utilities, financial services and consumer
noncyclical and cyclical market sectors. Accordingly, our investments for the
Fund may tend to emphasize certain market sectors more than others.

Financial Risk: The market sectors in which companies tend to issue
income-producing equity securities usually have high operating, interest and
other regulatory expenses, such as the public utilities industry. Also, some of
these sectors are maturing, meaning that growth is peaking. Companies in these
market sectors often use their profits or paying higher dividends rather than
reinvesting for company growth. As a result, income-producing equity securities
typically have lower capital growth potential than equity securities in other
sectors. Capital growth for many income-producing equity securities typically
corresponds to the company's competitive position, in particular its capability
to capture market share from its competitors.

Interest Rate Risk: Like bonds, changes in the level of interest rates affect
the value of income-producing equity securities and the value of the Fund as a
whole.

Market Risk: Market cycles affect all equity securities over time, with periods
when stock prices rise generally and periods when stock prices decline
generally. However, income-producing equity securities may rise less and fall
less than the market as a whole because of the higher income component of these
securities. You still could lose money investing in the Fund.

Transitional Restructuring of Investment Portfolio

As of September 1, 1997, the Fund seeks to achieve its objective by investing in
income-producing equity securities in a variety of industries rather than by
concentrating investments in the public utilities industry. Over a period of six
months to one year from September 1, 1997, we plan to sell some utilities
positions in favor of non-utilities positions to reduce the Fund's concentration
in, and exposure to, the utilities industry. This gradual reduction in the level
of concentration in utilities will give us the flexibility to spread the
recognition of capital gains over more than one tax year, if it is desirable to
do so. Because companies in the utilities industry still tend to offer higher
dividends on their equity securities than companies in other industries,
reducing our concentration in this industry may reduce the dividend yield on the
Fund, and therefore current income in the short term.

For information on risks associated with concentrating in utilities securities
during the transitional period, please see "Additional Investment Factors and
Risks Regarding the Funds."

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .50%

12b-1 distribution and service fees None

Other expenses .12%

Total Fund Operating Expenses .62%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $6

After 3 years $20

<PAGE>

THE AAL BALANCED FUND

Investment Objective

The AAL Balanced Fund seeks long-term total return through a balance between
income and the potential for long-term capital growth by investing primarily in
a diversified portfolio of common stocks, bonds and money market instruments. We
select these investments consistent with the investment policies of The AAL
Capital Growth, Bond and Money Market Funds, respectively.

Investment Policies

Under normal circumstances, we invest 50 to 60% of the Fund's total assets in
common stocks, 30 to 40% in fixed-income securities and 0 to 20% in money market
instruments. We will, however, at all times maintain an investment mix within
the following ranges: (1) 35 to 75% common stocks; (2) 25 to 50% in fixed-income
securities; and (3) 0 to 40% in money market instruments.

We select investments for The AAL Balanced Fund in the following three market
sectors:

(1) common stocks, including the securities in which The AAL Capital Growth
Fund may invest;

(2) The bonds and other debt securities with maturities generally exceeding one
year, including securities in which The AAL Bond Fund may invest; and

(3) money market instruments and other debt securities with maturities
generally not exceeding 397 days, including the securities in which The AAL
Money Market Fund may invest.

We will make Fund investments in: (1) stocks within the investment parameters of
The AAL Capital Growth Fund; (2) bonds within the investment parameters of The
AAL Bond Fund; and (3) money market instruments within the investment parameters
of The AAL Money Market Fund.

We periodically review and adjust the mix of investments among three market
sectors to capitalize on potential variations in returns produced by the
interaction of changing financial markets and economic conditions. Changes in
the investment mix may occur several times within a year or over several years
depending on market and economic conditions.

Annual Advisory Fee

0.60 of 1% on average daily net assets

Portfolio Managers

Frederick L. Plautz, manager of The AAL Capital Growth Fund, Michael R. Hilt,
manager of The AAL Bond and Money Market Funds will serve as co-managers of the
Fund.

Investment Factors and Risks Involved

Stock Investments

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stocks prices rise generally and periods when stocks prices decline
generally. The value of the Fund's investments may increase or decrease more
than the stock market in general, as measured by the S&P 500(R). Since we invest
35 to 75% of the Fund's assets in stocks, fluctuating stock prices will have a
significant impact on the Fund's value (the price of the Fund's shares). You
could lose money investing in the Fund.

Bond and Money Market Instrument Investments

Interest Rate Risk: Changes in interest rate levels affect the value of bonds
and money market instruments in the portfolio and the value of the Fund as a
whole.

Credit Risk: The creditworthiness of bond issuers will affect the value of their
bonds and money market instruments, which may decline during the Fund's holding
periods and affect the value of the Fund as a whole.

Asset Allocation

We may shift the portfolio's asset mix of stocks, bonds and money market
instruments based on existing or anticipated market conditions. The returns you
receive will depend on how we have allocated the Fund's investments across these
asset categories. As the allocation fluctuates over time your returns will
fluctuate.

The Fund seeks total return, consisting of capital appreciation, current income
and long-term income growth, by following an asset allocation strategy. The
Fund, however, may not achieve as high a level of either capital appreciation or
income as a Fund that has only one of these as a primary objective.

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .60%

12b-1 distribution and service fees None

Other expenses .40%

Total Fund Operating Expenses* 1.00%*

* The Adviser will reimburse "Total Fund Operating Expenses" in excess of
1.00%..

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $9

After 3 years $30

<PAGE>

THE AAL BOND FUND

Investment Objective

The AAL Bond Fund seeks a high level of current income, consistent with capital
preservation by investing primarily in a diversified portfolio of investment
grade bonds.

Investment Policies

Under normal circumstances, we invest at least 65% of the Fund's total assets
in:

(1) bonds of U.S. and foreign issuers payable in U.S. dollars rated within the
four highest rating categories by at least two NRSROs at the time of
purchase; and

(2) bonds or other securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, primarily those securities supported by the
full faith and credit of the U.S. Treasury.

We may invest the remaining 35% of the Fund's total assets in: (1) privately
issued or guaranteed mortgage-related securities rated within the four highest
categories by at least two NRSROs or unrated mortgage-related securities, if we
determine at the time of purchase these securities have credit equal to these
ratings; (2) commercial paper in the highest rating category by an NRSRO, or
commercial paper issued or guaranteed by a corporation who has outstanding debt
rated in the two highest categories by an NRSRO at the time of purchase; (3)
bank obligations, including repurchase agreements, of banks having total assets
in excess of $1 billion; and (4) corporate obligations, including variable rate
master notes, rated in the two highest categories by an NRSRO, or issued by a
corporation whose outstanding debt has an equal or better rating at the time of
purchase.

Although we have no restrictions on the maturity of the debt securities in the
portfolio, generally we maintain a weighted average effective maturity of
between 5 and 10 years. We use the effective maturity of a debt security in
calculating weighted average effective maturity, which takes into account
projected prepayments, call dates, put dates and sinking funds, if any, that
reduce the stated maturity date on the bond.

We anticipate that during normal market conditions the average portfolio
maturity of the Fund will not exceed 20 years. We use the stated final maturity
date of a security in calculating average maturity, notwithstanding earlier call
dates and possible prepayments.

Annual Advisory Fee

0.50 of 1% on the first $250 million

0.45 of 1% on average daily net assets over $250 million

Portfolio Manager

Michael R. Hilt, CFA, has managed the day-to-day Fund investments since November
1, 1995. From April 1994 through August 1995, Mr. Hilt served as portfolio
manager and quantitative analyst for Conseco Capital Management, Inc. From
August 1992 through April 1994, he served as a portfolio manager and
quantitative analyst for PPM America, Inc. Mr. Hilt also manages The AAL Money
Market Fund.

Investment Factors and Risks Involved

Interest Rate Risk: Changes in interest rate levels affect the value of the
bonds in the portfolio and the value of the Fund as a whole.

Credit Risk: The creditworthiness of bond issuers will affect the value of their
bonds, which may decline during the Fund's holding periods and affect the value
of the Fund as a whole.

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

The following table reflects an estimate of the annual operating expenses for
the Fund's Institutional shares. Operating expenses are based on and expressed
as a percentage of the Fund's average net assets. Annual operating expenses
include a management fee paid to the Adviser and other expenses for maintaining
shareholder records and furnishing shareholder services, statements and
financial reports. On September 1, 1997, we reduced the advisory fees on this
Fund, therefore operating expenses are estimated based on a percentage of
average net assets for the fiscal year ended April 30, 1997.

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .48%

12b-1 distribution and service fees None

Other expenses .06%

Total Fund Operating Expenses .54%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $6

After 3 years $18

<PAGE>

THE AAL MUNICIPAL BOND FUND

Investment Objective

The AAL Municipal Bond Fund seeks a high level of current income exempt from
federal income taxes, consistent with capital preservation by investing
primarily in a diversified portfolio of municipal securities.

Investment Policies

Under normal circumstances, we invest at least 80% of the Fund's net assets in
municipal bonds where the income is exempt from federal income tax. Of the 80%
invested in municipal bonds, we invest at least 75% of them in bonds rated
within the three highest rating categories assigned by at least one NRSRO at the
time of purchase.

State and local governments and municipalities issue municipal bonds to raise
money for a variety of public purposes, including general financing for state
and local governments or financing for specific projects or public facilities. A
municipality may issue municipal bonds in anticipation of future revenues from a
specific municipal project (revenue bonds), or backed by the full taxing power
of a municipality (general obligation bonds), or from the revenues of a specific
project on the credit of a private organization (industrial development bonds).

Federal law generally exempts the interest paid on municipal bonds from federal
income taxes.

We may invest 25% or more of the Fund's total assets in industrial development
bonds. The Fund tries not to invest more than 25% of its total assets in
municipal bonds that are so closely related that an economic, business or
political development affecting one bond could also affect the others.

We may purchase certain tax-exempt bonds that involve a private purpose. The
interest paid on these private activity bonds are subject to the alternative
minimum tax ("AMT paper"). We limit our purchases of AMT paper to 25% of the
Fund's total assets.

Annual Advisory Fee

0.50 of 1% on the first $250 million

0.45 of 1% on average daily net assets over $250 million.

Portfolio Manager

Duane A. McAllister, CFA, has managed the day-to-day Fund investments since
April 1994. Prior to joining AAL Capital Management Corporation on November 1,
1995, he managed the Fund while serving as vice president of Duff & Phelps
Investment Management Co. For the five-year period before managing the Fund, Mr.
McAllister managed portfolios for the Northern Trust Company and First National
Bank and Trust in Rockford, Illinois.

Investment Factors and Risks Involved

Interest Rate Risk: Changes in interest rate levels affect the value of the
bonds in the portfolio and the value of the Fund as a whole.

Credit Risk: The creditworthiness of bond issuers will affect the value of their
bond, which may decline during the Fund's holding periods and affect the value
of the Fund as a whole.

Tax Rates: Changes in federal income tax rates may affect both the net asset
value and the Fund's taxable equivalent interest.

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .46%

12b-1 distribution and service fees None

Other expenses .07%

Total Fund Operating Expenses .53%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $6

After 3 years $17

<PAGE>

THE AAL HIGH YIELD BOND FUND

Investment Objective

The AAL High Yield Bond Fund seeks high current income and secondarily capital
growth by investing primarily in a diversified portfolio of high risk, high
yield bonds commonly referred to as "junk bonds." The Fund actively seeks to
achieve the secondary objective of capital growth to the extent it is consistent
with the primary objective of high current income.

Investment Policies

Under normal circumstances, we invest at least 65% of the Fund's total assets in
high yield bonds. By high yield bonds, we mean debt securities rated below
investment grade by a NRSRO, such as Ba or lower by Moody's Investors Services,
Inc. ("Moody's") or BB or lower by Standard & Poor's Ratings Group ("S&P"), or,
if unrated, of comparable quality as we determine. Please refer to the Appendix
for information on NRSROs and their credit ratings. We define high yield bonds
to include: fixed, variable, floating rate and deferred interest debt
obligations; zero coupon bonds; pay-in-kind bonds; asset and mortgage-backed
debt obligations; structured debt obligations; and convertible bonds.

We invest the remaining 35% of the Fund's total assets in any combination of:
(1) additional high yield bonds; (2) investment grade bonds; (3) common and
preferred stocks (including structured preferred stocks); and (4) securities
issued or guaranteed by the U.S. government, its agencies or instrumentalities
("U.S. Government Obligations").

We may invest up to 20% of the Fund's net assets in bonds of foreign issuers.

In evaluating the quality of a particular high yield bond for investment in the
Fund, we do not rely exclusively on ratings assigned by the NRSROs. In
appropriate circumstances, we perform our own credit analysis. We consider the
issuer's: (1) financial resources; (2) operating history; (3) sensitivity to
economic conditions and trends; (4) management's abilities; (5) debt maturity
schedules; (6) borrowing requirements; and (7) relative values based on
anticipated cash flow, interest and asset coverages and earnings prospects. We
attempt to identify those issuers of high yield bonds whose financial condition
is adequate to meet future obligations, has improved or is expected to improve
in the future. However, we do not have restrictions on the rating level of the
securities in the Fund's portfolio and may purchase and hold securities in
default.

Annual Advisory Fee

0.60 of 1% on average daily net assets.

Portfolio Manager

Dave Carroll, CFA, has managed the day-to-day Fund investments since its
inception on January 8, 1997. Prior to managing the Fund, he served as an
analyst and trader for Cargill Financial Services from January through September
1996. From 1986 to August 1995 he was a second vice president and portfolio
manager for Fortis Advisers, Inc.

Investment Factors and Risks Involved

Interest Rate Risk: Changes in interest rate levels affect the value of the
bonds in the portfolio and the value of the Fund as a whole.

Market Risk: Frequently, high yield bonds have a less liquid resale market than
the market for investment grade bonds. In some cases, these bonds have no resale
market at all. As a result, we may have difficulty valuing portfolio securities,
choosing the securities to sell to meet redemption requests and/or selling or
disposing of portfolio securities on favorable terms.

The high yield market has in the past, and may in the future, experience market
risk due to adverse publicity and investor perceptions, whether or not based on
fundamental analysis, decreasing market values and liquidity, especially on the
lesser traded issues. In the past, Congress has attempted restricting the
advantages of high yield bonds and similar attempts could occur in the future.

The monthly weighted average composition of the Fund's portfolio for the period
from inception on January 8, 1997, through the end of the fiscal year on April
30, 1997, was:

Investment grade Percentage of Portfolio

BB 25.0%

B 73.0%

CCC 1.0%

CC 0%

C 0%

D 0%

Non-rated 1.0%

Subtotal 100%

U.S. governments, equities and others 0%

Total 100%

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

The following table reflects an estimate of the annual operating expenses for
the Fund's Institutional shares. Operating expenses are based on and expressed
as a percentage of the Fund's average net assets. Annual operating expenses
include a management fee paid to the Adviser and other expenses for maintaining
shareholder records and furnishing shareholder services, statements and
financial reports. We are reimbursing the Fund's expenses to maintain "Total
Fund Operating Expenses at .75% or lower for Institutional shares. Percentages
shown for "Other Expenses" are based on amounts incurred in the prior fiscal
year. Without the expense reimbursements, "Total Fund Operating Expenses" are
estimated to be 1.03%.

Annual Fund Operating Expenses (as a Institutional Shares
percentage of average net assets)

Management fee .60%

12b-1 distribution and service fees None

Other expenses (after reimbursements) .15%

Total Fund Operating Expenses .75%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $8

After 3 years $25

<PAGE>

THE AAL MONEY MARKET FUND

Investment Objective

The AAL Money Market Fund seeks a high level of current income, consistent with
liquidity and the preservation of capital, by investing in a diversified
portfolio of high-quality, short-term money market instruments.

Investment Policies

We invest in short-term money market instruments for the Fund, such as:

1) obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities;

2) certificates of deposit, bankers acceptances and similar obligations
of U.S. banks, savings associations, foreign branches of U.S. banks
and domestic branches of foreign banks, which have total assets of
more than $1 billion at the time of purchase, and who are members of
the Federal Deposit Insurance Corporation ("FDIC");

3) commercial paper that at the time of purchase is defined as "First
Tier" or "Second Tier" by the Investment Company Act of 1940, as long
as we do not invest more than 5% of the Fund's total assets in Second
Tier commercial paper; and

4) corporate obligations, including variable rate master notes that at
the time of purchase are in one of the two highest categories of a
NRSRO, or, if unrated, issued by a corporation with outstanding debt
that has an equivalent or better rating at the time of purchase.

We make investments for the Fund consistent with Rule 2a-7 under the Investment
Company Act of 1940. As such, we invest in securities maturing in 397 days or
less and maintain a dollar-weighted average portfolio maturity of not more than
90 days. By limiting the maturity of the Fund's investments, we seek to lessen
the changes in asset values caused by fluctuations in short-term interest rates.
To the extent it is practical, we try to maintain a constant net asset value per
share of $1.00 for the Fund.

We may purchase participation interests (interests in securities held by others)
in securities we are authorized to invest for the Fund as described above.

The U.S. government neither insures nor guarantees the investments in this Fund.

Annual Advisory Fee

0.50 of 1% on the first $500 million

0.45 of 1% on average daily net assets over $500 million

Portfolio Manager

Investment Factors and Risks Involved

Interest Rate Risk: Changes in interest rate levels affect the value of the
money market instruments in the portfolio and the value of the Fund as a whole.

Credit Risk: The Fund carries the risk that the creditworthiness of some
securities issuers may decline during the Fund's holding period.

Expense Summaries and Example

Shareholder Transaction Expenses

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

Shareholder Transaction Expenses Institutional Shares

Maximum sales charge imposed on None
purchases (as a percentage of offering
price)

Maximum sales charge imposed on None
reinvested dividends (as a percentage of
net asset value)

Maximum deferred sales charge (as a None
percentage of net asset value)

Redemption fee (The Funds currently None
charge $12.00 for each wire redemption.)

Exchange fee None

Total 0%

Annual Fund Operating Expenses

The following table reflects an estimate of the annual operating expenses for
the Fund's Institutional shares. Operating expenses are based on and expressed
as a percentage of the Fund's average net assets. Annual operating expenses
include a management fee paid to the Adviser and other expenses for maintaining
shareholder records and furnishing shareholder services, statements and
financial reports. We are waiving 0.225 of 1% of the 0.50 of 1% maximum advisory
fee we could charge for the Fund. As a result, we are charging a 0.275 of 1%
management fee. Percentages shown for "Other Expenses" are based on amounts
incurred in the prior fiscal year. Without the expense waivers, "Total Fund
Operating Expenses" are estimated to be 0.51%.

Annual Fund Operating Expenses (as a
percentage of average net assets) Institutional Shares

Management fee (after expense waiver) .28%

12b-1 distribution and service fees None

Other expenses .01%

Total Fund Operating Expenses .29%

Expense Example

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

Expense Example Institutional Shares

After 1 year $3

After 3 years $10

<PAGE>

Additional Investment Factors and Risks Regarding the Funds

Temporary Defensive Purposes

We have a temporary defensive position policy that allows us to invest up to
100% of a Fund's total assets in cash and short-term money market obligations,
including tax-exempt money market funds and investment grade fixed-income
securities when significant adverse market, economic, political or other
circumstances require immediate action to avoid losses. Primarily, we may
purchase the following types of securities for temporary defensive purposes:

securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities;

commercial paper rated at the time of purchase in the highest rating
category by NRSROs; and

bank obligations, including repurchase agreements, of banks having total
assets in excess of $1 billion.

We may invest up to 100% of The AAL International Fund's total assets in U.S.
securities or in securities primarily traded in one or more foreign countries,
or in debt securities to a greater extent than 20%.

Interest Rate Risk

For The AAL Bond, Municipal Bond, High Yield Bond and Money Market Funds and, to
some extent, The AAL Equity Income Fund, you can expect that interest rate
changes will significantly impact upon the value of your Fund investments.
Interest rates are influenced by supply and demand as well as economic monetary
policies. In general, a decline in prevailing interest rate levels generally
will increase the value of the securities, particularly the bonds, held in a
Fund's portfolio and vice versa. As a result, interest rate fluctuations will
affect a Fund's net asset values but not the income received from its existing
portfolio. However, changes in the prevailing interest rate level will affect
the yield on subsequently purchased securities. Because yields on the securities
available for purchase by the Funds will vary over time, we cannot assure a
specific yield on a Fund's shares.

Longer-term bonds are more sensitive to interest rate changes than shorter-term
bonds, reflecting the greater risk of holding these bonds for a longer period of
time. Longer-term bond prices increase more dramatically when interest rates
fall and decrease more dramatically when interest rates rise. Prices of
short-term debt, such as money market instruments, are less price sensitive to
interest rate changes because of their short durations.

Income-producing equity securities generally pay higher than average dividends.
Due to the regular payment of higher dividends, these securities, like bonds,
are more sensitive to interest rate levels than other equity securities.

Investing in Bonds Versus Investing in a Mutual Fund

Investing in a mutual fund that owns bonds is not the same as buying an
individual bond. Both bonds and funds owning bonds offer regular income. While
individual bonds can offer a fixed amount of regular income until maturity, a
mutual fund portfolio may include a constantly changing pool of bonds with
differing interest rates and maturity prices. Both share prices and dividends
may fluctuate in a mutual fund owning bonds.

Investment Grade and Medium Grade Bond Investments

We may purchase investment grade bonds for The AAL International, Equity Income,
Bond, Municipal Bond and High Yield Bond Funds. A debt or other fixed-income
security is considered investment grade if it is rated investment grade by a
NRSRO, such as BBB or better by Duff and Phelps Credit Rating Co. ("D&P") and
Standard & Poor's Corporation ("S&P") or Baa or better by Moody's Investors
Services, Inc. ("Moody's"). Securities rated in the fourth highest category,
such as BBB by D&P or S&P or Baa by Moody's, are considered medium grade bonds
and have more sensitivity to economic changes and speculative characteristics.
If a bond in a Fund has lost its rating or has its rating reduced, the Fund does
not have to sell the security, but the Adviser will consider the lost or reduced
rating in determining whether that Fund should continue to hold the bond.

High Yield Bond Investments

We may invest in high yield bonds for The AAL International (up to 20% of total
assets), Equity Income (up to 5% of total assets) and High Yield Bond Funds.

Credit Risk: The primary risk of investing in the high yield sector is the
credit risk. Bonds rated below investment grade have greater risks of default
than investment grade bonds (including medium grade bonds) and, may in fact, be
in default. Issuers of high yield bonds usually do not have strong historical
financial conditions, requiring them to offer higher yields to compensate for
the greater risk of default on the payment of interest and principal. These
bonds have speculative characteristics or are speculative. As a result, their
market values are less sensitive to interest rate changes on a short-term basis,
but more sensitive to adverse economic developments or individual corporate
developments because of their lower credit quality. During an economic downturn
or period of rising interest rates, issuers of lower-rated bonds may have more
difficulty meeting their principal and interest payment obligations or obtaining
additional financing to make the interest payments on their debt. When issuers
have difficulty meeting projected goals or obtaining additional financing, the
default rate on high yield bonds will likely rise.

Market Risk: Frequently, high yield bonds are less liquid than investment grade
bonds. In some cases, these bonds have no resale market at all. As a result,
these bonds are more difficult to price accurately and are subject to price
volatility. We may experience difficulty in valuing the high yield securities in
these portfolios or purchasing or disposing of them on favorable terms,
particularly during adverse market or economic conditions. In the event of an
illiquid market or in the absence of readily available market quotations for
certain high yield bonds in the Funds' portfolios, our judgment will play a
greater role in valuing the securities.

Convertible Bonds

Except for The AAL Money Market Fund, we may invest in convertible bonds,
subject to any restrictions on the quality of bonds in which a Fund may invest.
We also may retain any stocks received upon conversion that do not fall within
the Fund's investment parameters to: (1) permit orderly disposition; (2)
establish a long-term holding basis for Federal income tax purposes; or (3) seek
capital growth.

Convertible bonds are often rated below investment grade or not rated because
they fall below debt obligations and just above equities in order of preference
or priority on the issuer's balance sheet. Hence, an issuer with investment
grade senior debt may issue convertible securities with ratings less than
investment grade debt.

Mortgage-Backed Securities

For The AAL Balanced, Bond and High Yield Bond Funds, we may invest in
mortgage-backed securities with amortizing payments consisting of both interest
and principal and prepayment privileges (the ability to prepay the principal or
a portion thereof without penalty). Mortgaged-backed securities represent
interest in pools of mortgage loans made by lenders such as savings and loan
institutions, mortgage bankers, commercial banks and others. Various government,
government-related and private organizations combine these mortgages for sale to
investors (i.e., the Government National Mortgage Association ("GNMA")
guarantees and issues mortgage-backed securities). Mortgage-backed securities
generally provide for a "pass through" of monthly payments made by individual
borrowers on their residential mortgage loans, net of any fees paid to the
issuer or guarantor of the securities. The yield on these securities applies
only to the unpaid principal balance.

We reinvest the periodic payments of principal and interest and prepayments, if
any, in securities at the prevailing market interest rates. The prevailing rates
may be higher or lower than the rate on the original investment. During periods
of declining interest rates, prepayment of mortgages underlying mortgage-backed
securities tend to accelerate. Accordingly, any prepayments on mortgage-backed
securities that we hold for a Fund reduce our ability to maintain positions in
high-yielding, mortgage-backed securities and reinvest the principal at
comparable yields for the Fund. If we buy any mortgage-backed securities for a
Fund at a premium, the Fund receives prepayments, if any, at par or stated
value, which lowers the return on the Fund.

Portfolio Turnover

We expect The AAL Mid Cap Stock, Small Cap Stock, Equity Income, Bond, Municipal
Bond and High Yield Bond Funds to have portfolio turnover greater than 100%, and
the other Funds to have a portfolio turnover of less than 100%. We do not
calculate a portfolio turnover rate for The AAL Money Market Fund because of the
short maturities of its investments. Due to the high volume of buying and
selling activity in a portfolio with turnover in excess of 100%, we may pay more
commissions for a Fund and may realize more taxable gains than in portfolios
with less turnover, which may result in an increase in a Fund's expenses and
lower returns for shareholders. We may trade for a Fund at a portfolio rate
significantly exceeding 100% (i.e., 300% or more for The AAL Bond Fund), when we
believe the benefits of short-term investments outweigh any increase in
transactions costs or capital gains. For more information on transaction
expenses and taxes, please refer to sections entitled "Portfolio Transactions,"
"Dividends, Distributions, and Taxes," and "Yield and Performance Information."

Repurchase Agreements and Borrowing

To earn income on available cash or for temporary defensive purposes, we may
invest in repurchase agreements for the Funds. We must hold an amount of cash or
government securities at least equal to the market value of the securities held
pursuant to the agreement. In the event of a bankruptcy or other default of a
seller of a repurchase agreement, we may experience delays and expenses in
liquidating the securities, declines in the securities' value and loss of
interest for a Fund.

We may borrow money, but only from banks and only for temporary or emergency
purposes. We may not borrow more than 10% of a Fund's net assets and we must
repay any amount we borrow for a Fund before we can buy additional securities.

When-Issued and Delayed Delivery Securities

To ensure the availability of suitable securities, we may buy when-issued or
delayed delivery securities for The AAL International, Equity Income, Balanced,
Bond, Municipal Bond, High Yield Bond and Money Market Funds. Generally, we will
not pay for when-issued securities or start earning interest until we have
received the underlying securities for the Funds. We do not speculate in
when-issued securities for the Funds. We purchase the securities with the
expectation of acquiring the underlying securities when delivered. However, we
sell when-issued securities before the settlement date when we believe it is in
the best interest of a Fund.

Lending Portfolio Securities

To generate additional income, we may from time to time lend securities from a
Fund's portfolios to brokers, dealers and financial institutions such as banks
and trust companies. You will find a full explanation of portfolio securities
lending and the restrictions thereon in the Statement of Additional Information.
Presently, we do not intend to lend portfolio securities for the Funds.

Illiquid and Restricted Securities

Except for The AAL Money Market Fund, we may hold up to 15% of a Fund's net
assets in illiquid securities. We may hold up to 10% of The AAL Money Market
Fund's net assets in restricted and other illiquid securities. Illiquid
securities are securities we believe cannot be sold within seven days in the
normal course of business at approximately the amount at which we have valued or
priced the securities for a Fund, including securities we acquired in private
placements that have restrictions on their resale ("restricted securities"). We
deem time deposits and repurchase agreements maturing in more than seven days
illiquid. Because an active market may not exist for illiquid securities, we may
experience delays and additional cost when trying to sell illiquid securities.
For more information on restricted and other illiquid securities regarding The
AAL Money Market Fund, please refer to the Statement of Additional Information,
"Privately Issued Securities: The AAL Money Market Fund." The Board of Trustees
has established procedures for determining the liquidity of Fund securities and
has delegated the day-to-day liquidity determinations to the Adviser.

Subject to the limitations for illiquid investments stated above, we may
purchase liquid restricted securities eligible for resale under Rule 144A under
the Securities Act of 1933 (the "Act"), without regard to the 15% or 10%
limitation. Rule 144A permits certain qualified institutional buyers, such as
the Funds, to trade in privately placed securities not registered under the Act.
Institutional markets for restricted securities have developed as a result of
Rule 144A, providing both readily ascertainable market values for 144A
securities and the ability to liquidate these investments to satisfy redemption
orders. However, an insufficient number of qualified institutional buyers
interested in purchasing certain Rule 144A securities held by a Fund could
adversely affect their marketability, causing us to sell the securities at
unfavorable prices.

Variable Rate Demand Notes

All of the Funds may purchase variable rate securities. The AAL Money Market
Fund may purchase variable rate securities (the yields will vary in relation to
changes in specific money market rates, such as the prime rate) with actual
maturities of 397 days or more, but only under conditions established by the
Securities and Exchange Commission rules that permit such securities to be
considered as having maturities of less than 397 days. We intend to invest in
these longer-term variable rate securities only when, in our view, we may be
able to take advantage of the higher yield that is usually paid on these
securities over other short-term securities, and it appears to us that the
variable rates on these securities may reduce the fluctuations in market value
typical of longer-term securities. We also may purchase variable rate securities
with a put option, which may further reduce the risk of fluctuations in market
value.

Structured Securities

The AAL International Fund may invest in structured notes and/or preferred
stocks. These securities have a value (i.e., principal amount at maturity and/or
coupons or dividend amounts) linked to currencies, interest rates, commodities,
indices or other financial indicators. Typically, these securities are debt
securities or deposits whose value at maturity (i.e., principal value) or coupon
rate is determined by reference to a specific instrument or statistic. For
example, gold structured securities may provide for maturity values that depend
on the price of gold, resulting in securities whose prices tend to rise and fall
together with gold prices. These securities involve additional risk, including
structures that may reduce the coupons and/or dividend amounts to zero or the
redemption amounts payable at maturity as a result of a decline in the value of
the underlying instrument. Structured securities may have more volatility than
the price of the underlying instrument

Transitional Risk of Concentrating Investments in Utilities Securities for The
AAL Equity Income Fund

In addition to the risks of investing in income producing equity securities, The
AAL Equity Income Fund will continue to have the risks associated with
concentrating investments in the public utilities industry during its
transitional period. These risks may include increased operating expenses, high
interest costs, environmental regulations and regulatory changes. Some public
utilities are facing increased competition, which may affect utilities companies
independently from the securities markets as a whole.

Futures Contracts and Options

Except for The AAL Money Market Fund, we may engage in options, futures and
options on futures transactions for the Funds, but only for bona fide hedging or
other permissible risk management purposes. Generally, we do not make these
investments if the initial margin deposits and premiums paid for unexpired
options exceed 5% of a Fund's total assets.
In addition, we do not:

commit more than 25% of a Fund's net assets to such instruments;

commit more than 25% of a Fund's net assets to covered options; or

commit more than 5% of a Fund's net assets to the premiums for put or call
options.

Our options transactions and short sale transactions only consist of techniques
to hedge an unrealized gain on portfolio securities, such as:

1) selling short against the box, which involves selling short securities a
Fund already owns for delivery at a later date;

2) purchasing covered put options on portfolio securities, which allows us to
sell a Fund's securities to the writer (seller) of the option at a set
price on or before the expiration date of the option;

3) selling covered call options, which allows the holder of the options
written by us for a Fund to purchase securities at a set price before the
expiration date; and

4) entering into closing transactions with respect to such options.

If we sell a security short against the box for a Fund, we may protect
unrealized gains, but we may lose the opportunity to profit on such securities
for the Fund if the price rises. When we purchase covered put options for a
Fund, we pay the premiums for the options. We receive options for a Fund when we
write (sell) covered call options. The premiums we receive for a Fund from
writing (selling) covered call options may be completely or partially offset by
any declines in the prices of the underlying securities.

Also, we may purchase stock index options, write covered stock index options and
enter into closing transactions on these options.

We deal only in exchange-traded or over-the-counter options on securities and
stock indexes.

Our futures transactions for the Funds may include instruments such as interest
rate and index futures contracts and options thereon. We may use futures
transactions for several reasons, including: (1) hedging unrealized portfolio
gains; (2) minimizing adverse principal fluctuations in a Fund's debt and
fixed-income securities; or (3) as a means of adjusting exposure to various
markets.

Our ability to use futures and options transactions successfully depends upon
our skill for predicting the level and direction of the securities, options and
futures markets, interest rates and other factors. An incorrect prediction may
make the implementation of the hedging strategy in furtherance of a Fund's
investment objectives difficult. For example, significant differences may exist
between the securities and the options and futures markets that could result in
an imperfect correlation between them. Also, an incorrect prediction on the
changes in the level and direction of interest rates could cause us to have a
lower return for the Fund than it would have had if we had not attempted the
hedging transaction. In the absence of the ability to hedge, however, we might
take portfolio actions in anticipation of the same market movements with similar
investment results, but, presumably, at greater transaction costs.

Foreign Currency Transactions

Foreign securities have currency risk, meaning the risk that changes in foreign
currency exchange rates and exchange control regulations will affect favorably
or unfavorably the U.S. dollar value of these securities (and any income
generated thereon). To manage this risk and facilitate the purchase and sale of
foreign securities for a Fund, we may engage in foreign currency transactions
involving: (1) the purchase and sale of forward foreign currency exchange
contracts (agreements to exchange one currency for another at a future date);
(2) options on foreign currencies; (3) currency futures contracts; or (4)
options on currency futures contracts. Although we use foreign currency
transactions to protect against adverse currency movements, they involve the
risk that we may not accurately predict the currency movements, which could
adversely affect a Fund's total return. We set forth further information on
foreign securities and currency transactions in the Statement of Additional
Information.

Foreign Securities

The AAL Capital Growth (up to 10% of net assets), Mid Cap Stock (up to 10% of
net assets), Small Cap Stock (up to 10% of net assets), International, Equity
Income and Balanced (common stock portion) Funds may invest in foreign
securities domestically through depository receipts (i.e., American Depository
Receipts ("ADRs")) and securities of foreign issuers traded on a U.S. national
securities exchange or the NASDAQ National Market System. The AAL Balanced (bond
portion), Bond and High Yield Bond Funds may invest up to 20% of their net
assets in debt securities of foreign issuers that are payable in U.S. dollars.
The AAL International and Equity Income (up to 15% of net assets) Funds may
invest in foreign securities primarily trading in countries outside the United
States. Foreign securities may present a greater degree of risk (including risks
related to tax provisions or appropriation of assets) than do securities of
domestic issuers.

Foreign Investing Expenses

Investing in foreign securities costs more than investing in U.S. securities due
generally to higher transaction costs, such as the commissions paid per share.
As a result, Funds that invest in foreign securities tend to have higher
expenses, particularly funds that invest primarily in foreign securities (i.e.,
The AAL International Fund). In addition to higher commissions, they generally
have higher advisory and custodial fees. However, you may find investing in a
fund that purchases foreign securities a more efficient way to invest in foreign
securities than investing in individual foreign securities. Higher expenses
attributable to a Fund that invests in foreign securities does not mean that the
Fund has higher expenses than other funds with similar investment policies and
percentages of assets invested in foreign securities.

Risks of Investing in Foreign Securities

Currency Risk

Even though a Fund may hold securities denominated or traded in foreign
currencies, we measure a Fund's performance in terms of U.S. dollars, which may
subject the Fund to foreign currency risk. Foreign currency risk is the risk
that the U.S. dollar value of foreign securities (and any income generated
therefrom) held by a Fund may be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations. Therefore, the
net asset value of a Fund may go up or down as the value of the dollar rises or
falls compared to a foreign currency.

Liquidity Risk

Foreign markets or exchanges tend to have less trading volume than the New York
Stock Exchange or other domestic stock exchanges or markets, meaning the foreign
market may have less liquidity. The lower liquidity in a foreign market can
affect our ability to purchase or sell blocks of securities and obtain the best
price in the foreign market for a Fund. Foreign markets tend to have greater
spreads between bid and asked prices, trading interruptions or suspensions and
brokerage and other transaction costs. Settlement practices vary from country to
country and many foreign markets have longer settlement periods for their
securities in comparison to domestic securities. These differing practices may
cause us to lose opportunities for favorable purchases elsewhere and interest
income. Also, foreign markets may trade on days when the Funds do not value
their portfolios. This means that a Fund's Net Asset Value can change on days
when a shareholder cannot access his or her account. We may incur extra costs
for a Fund when involved in currency hedging. For example, restrictions on
converting a foreign currency into U.S. dollars may adversely affect the value
of a Fund.

Political, Economic and Market Risks

The degree of political and economic stability varies from country to country.
If a country expropriates money from foreigners or nationalizes an industry, a
Fund may lose some or all of any particular investment in that country.
Individual foreign economies may vary favorably or unfavorably from the U.S.
economy in such areas as growth of gross national product, inflation rate,
savings, balance of payments and capital investment, which may affect the value
of a Fund's investment in any foreign country.

Governmental Regulation

Many foreign countries do not subject their markets to the same degree and type
of laws and regulations that cover the U.S. markets. Also, many foreign
governments impose restrictions on investments in their capital markets as well
as taxes or other restrictions on repatriation of investment income. The
regulatory differences in some foreign countries make investing or trading in
their markets more difficult and risky.

Nonuniform Corporate Disclosure Standards

Many countries have laws making information on publicly-traded companies, banks
and governments unavailable, more difficult to obtain, incomplete or
unavailable. The lack of uniform accounting standards and practices among
countries impairs the ability of investors to compare common valuation measures,
such as price/earnings ratios, as applied to securities of different countries.

Investment Restrictions

In addition to specific investment restrictions described in the SAI, only a
vote of the majority of the outstanding shares can change:

the investment objective of a Fund;

the policies on borrowing and lending securities;

the restriction on concentrating investments in a single industry, which
limits a Fund from investing more than 25% of its net assets (25% of the
total assets for The AAL International, Small Cap Stock, Balanced and High
Yield Bond Funds) in any single industry. This restriction does not apply
to securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities; and

the restriction requiring issuer diversification by limiting a Fund from
investing more than 5% of its net assets in a single issuer, except that up
to 25% of its net assets may be invested without regard to this limitation.
This restriction does not apply to securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities.

With the exception of the fundamental investment policy requiring us to invest
at least 80% of The AAL Municipal Bond Fund's net assets in municipal
securities, the Board of Trustees may change any of the Funds' other investment
policies without shareholder approval. For example, the Board of Trustees may
change the policies regarding specific investments, discussed above (other than
the policies on borrowing and securities lending). We have included a
description of all of the investment restrictions applicable to the Funds in the
Statement of Additional Information.

Board of Trustees

Our Board of Trustees* decides matters of general policy and reviews the
activities of the Adviser and the officers who conduct and supervise the daily
business operations of the Funds.

The Trustees, their business addresses and principal occupations during the past
five years are:

John H. Pender,** P.O. Box 250 Dunbar WV 25064 DOB 5/25/30 Chairman of the Board
of Trustees and from 1987 through May 1996, President of the Funds; Prior to
1996, Senior Vice President and Chief Investment Officer, Aid Association for
Lutherans (fraternal benefit society) and prior to 1992, Treasurer

F. Gregory Campbell
2001 Alford Park Drive
Kenosha, WI 53140
DOB 12/16/39
Trustee; President of Carthage College, Kenosha, WI; Director, Kenosha Hospital
and Medical Center; Chairman, WI Assoc. of Independent Colleges and
Universities; Board Member, Kenosha Area Development; and Board Member, Prairie
High School

Richard L. Gady
One Central Park Plaza
Omaha, NE 68102
DOB 2/28/43
Trustee; and Vice President, Public Affairs and Chief Economist, ConAgra, Inc.
(a food and agriculture corporation)

D. W. Russler
P. O. Box 84
Minocqua, WI 54548
DOB 10/28/28
Trustee; from 1984 through 1988, Senior Vice President, Finance and
Administration, NCR Corporation; Director, Capital Markets Assurance Corporation
(reinsurance); and Member, Advisory Board -- Saratoga Partners II and III
(corporate buy-out limited partnership)

Lawrence M. Woods
P. O. Box 1860
Worland, WY 82401
DOB 4/14/32
Trustee; and Former Executive Vice President and Director, Mobil Oil Corp.
(international oil company)

Richard L. Gunderson**
10801 E. Happy Valley Road, # 67
Scottsdale, AZ 85255
DOB 6/14/33
Trustee: Chairman of the Board of Directors and from 1985 through 1996, Chief
Executive Officer, and from 1985 through 1995, President, Aid Association for
Lutherans (fraternal benefit society); Trustee, Lawrence University; and
Director, Banta Corp. (diversified printer and publisher)

Ronald G. Anderson** 4321 North Ballard Road Appleton, WI 54919 DOB 10/2/48
Trustee and President; Senior Vice President and CFO, Aid Association for
Lutherans; President, AAL Capital Management Corporation; Director, General Re -
CKAG Reinsurance and Investment S.ar.L. (Luxembourg reinsurance corporation);
and From 1991 through 1996, Chairman, General Re Financial Products and from
1995 through 1996, Vice President Corporate Development, General Re (both
reinsurance)

* All of the Trustees except for Mr. Pender and Mr. Gunderson are Directors
of the AAL Variable Product Series Fund, Inc.

** Denotes an "interested person" of the Funds as defined in the Investment
Company Act of 1940.

MANAGEMENT OF THE TRUST

The Adviser

Under an Investment Advisory Agreement with the Trust, and subject to the
supervision of the Funds' Board of Trustees, the Adviser manages the investment
and reinvestment of the Funds' assets, provides the Funds with personnel,
facilities, and administrative services, and supervises the Funds' daily
business affairs. The Adviser formulates and implements a continuous investment
program for the Funds consistent with each Fund's investment objectives,
policies and restrictions.

The Adviser provides office space as well as executive and other personnel to
the Funds. In addition to investment advisory fees, each Fund incurs the
following expenses: legal, auditing and accounting expenses; trustees' fees and
expenses; insurance premiums; brokers' commissions; taxes and governmental fees;
expenses of issuing and redeeming shares; organizational expenses; expenses of
registering or qualifying shares for sale; postage and printing for reports and
notices to shareholders; fees and disbursements of the Custodian and Transfer
Agent; certain expenses with respect to membership fees of industry
associations; and any extraordinary expenses, such as litigation expenses.

We have engaged Societe Generale Asset Management Corp., 1221 Avenue of the
Americas, New York, NY 10020, to act as Sub-Adviser for The AAL International
Fund. The Sub-Adviser has registered as an investment adviser under the
securities laws. Societe Generale, which is one of France's largest banks,
indirectly owns the Sub-Adviser. Pursuant to the Sub-Advisory Agreement, the
Sub-Adviser, subject to the direction of the Adviser and the Board of Trustees,
determines the securities that The AAL International Fund purchases or sells and
renders other assistance to the Adviser in formulating and implementing the
investment program for the Fund.

Portfolio Transactions

The Adviser directs the placement of orders for the purchase and sale of the
Funds' portfolio securities. In directing orders, the Adviser will consider a
number of factors to attain what it believes is the best combination of price
and execution for the Funds, including: when it believes that more than one
broker or dealer is capable of providing the best combination of price and
execution in a transaction. The Adviser normally will select a broker or dealer
who furnishes research services.

The Adviser may have other clients for which it is making investment and order
placement decisions similar to the Funds. When making simultaneous purchases or
sales for the Funds and another client, if any, the Adviser's decisions could
have a detrimental effect on the price or volume of the securities purchased or
sold for the Funds. In other cases, simultaneous purchases or sales of
securities for the Funds and other clients could provide the Funds with the
ability to participate in volume transactions that may cost less per share or
unit traded than smaller transactions.

BUYING INSTITUTIONAL SHARES IN THE FUNDS

You purchase Institutional shares in a Fund at net asset value (purchase price).
Your initial minimum purchase must be at least $1 million, with a minimum of at
least $50,000 in any one Fund account.

Registered Representatives may receive compensation not exceeding .50 of 1% of
amounts invested.

Purchase Price

We calculate the net asset value as of the business day on which we receive your
order in proper form. The share price (net asset value per share) will decline
on the record dates when The AAL Capital Growth, Mid Cap Stock, Small Cap Stock,
International, Equity Income and Balanced Funds distribute dividends and capital
gains by the amount of the distributions. If you buy shares before the record
date (Abuying the dividend"), you will pay the full price for shares and then
receive a portion of the price back as a taxable distribution.

Opening an Account

Please contact the Mutual Funds Service Center at 800-553-6319 (The
Telecommunications Device for the Deaf (TDD) is 800-684-3416) for help on
opening an institutional account (purchasing Institutional shares). We need to
determine eligibility for Institutional share purchases in advance.

Buying or Selling Shares by Wire

If your organization's or enterprise's bank is a member of or has a
corresponding relationship with a member of the Federal Reserve System, your
organization or enterprise can buy or sell Institutional shares of the Funds by
wire transfer: We will provide you with instructions.

Accounts For Retirement Savings

AAL members, their enterprises and Lutheran organizations may establish their
pension, profit sharing and 401(k) plans.

A third party maintenance fee may apply to some retirement accounts. Please
review plan documents for more information.

The Mutual Funds Service Center (800-553-6319) will provide you with all the
materials, documents and forms you need, and will work with you in establishing
your retirement plan from amount these choices:

Share Certificates

We will not issue share certificates for the Funds' Institutional shares.

Other Information

The U.S. Postal Service or private delivery services are not agents of the
Funds, the Distributor, or the Transfer Agent. We do not legally receive your
purchase application or your request for redemption when you deposit them in the
mail, send them with a private delivery service or when you deposit them in our
Post Office Box. We must have physical possession of your request to consider
your request received. Current law will determine the legal effect of posting
for deadline purposes.

We reserve the right to suspend the offering of shares for a period of time and
the right to reject any specific purchase of shares.

SELLING (REDEEMING) YOUR INSTITUTIONAL SHARES

Your Lutheran organization or enterprise can sell its shares on any business
day. When you sell our shares you receive the net asset value per share. If we
receive your request in good order before the close of the NYSE (normally 3:00
p.m. Central Time) the organization or enterprise will receive that day's price.
If we receive your redemption request in good order on a holiday, weekend or a
day the NYSE is closed, we will process the transaction on the next business
day.

You must have your signature guaranteed if you want: (1) to sell shares with a
value of more than $25,000; (2) the proceeds sent to an address other than the
one listed for your account; or (3) You want the check payable to someone other
than the account owner(s).

EXCHANGE PRIVILEGE

You may exchange Institutional shares in an AAL Mutual Fund for Institutional
shares in another AAL Mutual Fund. The $50,000 minimum investment rules apply
when you open a new account by exchanging shares. You may have a taxable gain or
loss as a result of an exchange. We reserve the right to end this privilege if
your enterprise or organization makes more than 12 exchanges in a year. We also
reserve the right to change or end this privilege upon 60 days notice, or
suspend this privilege without notice when economic or market changes make it
difficult to carry out such transactions.

NET ASSET VALUE (NAV)

We compute the net asset value of a Fund share by adding up the value of the
individual Fund's assets (i.e., stocks and bonds in the Fund's portfolio),
subtracting the Fund's liabilities and dividing the balance by the total number
of shares outstanding. We compute the net asset value of a Fund at the end of
the day after trading on the NYSE closes (normally 3:00 p.m. Central Time). We
do not calculate the net asset value for the Funds on the days when the NYSE is
not open.

We value (or price) securities owned by a Fund at current market value. For
securities with readily available market quotations, we use the quotations to
price the security. If a security does not have a readily available quotation,
we value the security as determined in good faith by or under the direction of
the Board of Trustees. The Board of Trustees may approve the use of pricing
services to assist us in the determination of net asset values.

We value all securities held by The AAL Money Market Fund and money market
instruments with a remaining maturity of 60 days or less held by the other Funds
on an amortized cost basis. We comply with SEC requirements for the use of this
valuation method. For The AAL Money Market Fund, this method of calculation
facilitates, but does not assure, maintaining a constant net asset value of
$1.00 per share.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Funds try to qualify annually for, and elect tax treatment applicable to, a
regulated investment company under Subchapter M of the Internal Revenue Code
("Code"). Pursuant to the requirements of the Code, the Funds annually intend to
distribute substantially all of their net investment income and net realized
capital gains, if any, less any available capital loss carryover, to its
shareholders annually, so as to avoid paying income tax on its net investment
income and net realized capital gains or being subject to a federal excise tax
on undistributed net investment income and net realized gains. Annually, we
intend to comply with all of the requirements to qualify as a regulated
investment company for each Fund. Annually, we provide you with full information
on dividends and capital gains distributions for each Fund.

Below, we provide you with a general description of the distribution policies
and some of the tax consequences for the Funds' shareholders. You should always
check with your tax adviser to determine whether any dividends and distributions
paid to you by a Fund are subject to any taxes, including state and local taxes.

The AAL Capital Growth, Mid Cap Stock, Small Cap Stock, International, Equity
Income, Balanced, Bond, High Yield Bond and Money Market Funds

The dividends from net investment income of each of these Funds, including net
short-term capital gains, are taxable as ordinary income to shareholders whether
paid in additional shares or in cash. Any long-term capital gains distributed to
shareholders are taxable as capital gains to shareholders, whether they receive
them in cash or in additional shares, and regardless of the length of time a
shareholder has owned the shares.

We distribute substantially all net investment income and any net realized
capital gains, if any, for the Funds as follows:

Fund Dividends (if any) Capital Gains (if any)

The AAL Capital Growth Fund semi-annually annually
The AAL Mid Cap Stock Fund annually annually
The AAL Small Cap Stock Fund annually annually
The AAL International Fund annually annually
The AAL Equity Income Fund quarterly annually
The AAL Balanced Fund quarterly annually
The AAL Bond Fund monthly annually
The AAL Municipal Bond Fund monthly annually
The AAL High Yield Bond Fund monthly annually
The AAL Money Market Fund monthly annually

The AAL Bond, Municipal Bond, High Yield Bond and Money Market Funds accrue
income dividends daily.

The AAL Municipal Bond Fund

Dividends derived from the interest earned on municipal securities constitute
"exempt-interest dividends" and are generally not subject to federal income tax.
We accrue dividends daily and pay these dividends monthly for The AAL Municipal
Bond Fund. We pay the capital gains for the Fund at least annually. Realized
capital gains on municipal securities are subject to federal income tax. Thus,
shareholders will be subject to taxation at ordinary rates on the dividends they
receive that are derived from net short-term capital gains. Distributions of net
long-term capital gains will be taxable as long-term capital gains regardless of
the length of time a shareholder holds them. We may, for temporary defensive
purposes, invest in short-term taxable securities for the Fund. Shareholders of
this Fund are subject to federal income tax at ordinary rates on any income
dividends they receive that are derived from interest on taxable securities.

For shareholders who are receiving Social Security benefits, the federal
government requires you to add tax-exempt income, including exempt-interest
dividends from this Fund, to your taxable income in determining whether a
portion of your Social Security benefits will be subject to federal income tax.
The Internal Revenue Code provides that every person required to file a tax
return must report, solely for informational purposes, the amount of
exempt-interest dividends received from us for the Funds during the taxable
year.

Tax Considerations

Federal law requires us to withhold 31% of a shareholder's reportable payments
(which include dividends, capital gain distributions and redemption proceeds)
for those who have not properly certified that the Social Security or other
taxpayer identification number they provided is correct and that he or she is
not subject to backup withholding. We do not provide information on state and
local tax consequences of owning shares in the Funds.

Reinvestment of Fund Distributions

You can reinvest all of your income dividends and/or capital gains distributions
into the Funds at net asset value. You also can have your distributions paid in
cash. When you receive a distribution you may have to pay taxes whether or not
you reinvested them or had them paid out to you in cash. If you have requested
cash distributions and we cannot locate you, we will reinvest your dividends.

SHAREHOLDER MAINTENANCE AGREEMENT

The Board of Trustees authorizes us to contract with AAL Capital Management
Corporation for certain shareholder maintenance services. AAL Capital Management
Corporation receives an annual fee for providing these services. This fee is
based upon, and limited by, the difference between the current account fees
charged and the normal full-service fee schedule published by our Transfer
Agent. It also includes reimbursement for out-of-pocket costs including postage
and telephone charges. This account differential, including reimbursement for
expenses, is currently $4.08 per account per year.

YIELD AND PERFORMANCE INFORMATION

From time to time, we calculate and advertise performance information for
different historical periods of time, by quoting yields or total returns
designed to inform you of the performance of a Fund. Whenever we advertise
performance, we include standardized yield and total return information
calculated in accordance with methods established by the Securities and Exchange
Commission. We may include other total return calculations, if we feel that you
would find such total return calculations useful in evaluating a Fund's
investment performance. We base yields and total returns on historical
performance. You should not use such historical performance information as an
indication of future performance. Your investment return and the principal value
of your investments (except for The AAL Money Market Fund, for which we intend
to maintain at a constant $1.00 net asset value) will fluctuate. At the time you
sell (redeem) your investment, its value may be worth more or less than your
original cost.

Standardized Yield and Total Returns

Whenever we advertise performance, we include standardized yield and total
return quotations calculated in accordance with rules of the Securities and
Exchange Commission, in the manner described in the following paragraphs.

The AAL Money Market Fund -- Standardized Yield and Standardized Effective Yield
We may advertise a standardized yield and a standardized effective yield for The
AAL Money Market Fund. We base both yield figures on historical earnings and do
not intend for these figures to indicate future performance.

The standardized yield of the Fund refers to the income generated by an
investment in the Fund over the seven-day period shown in the advertisement. The
income, less expenses, is then annualized, which means that the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the beginning
investment value.

We calculate the standardized effective yield similarly but, when annualized, we
assume that any income earned by the Fund is reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of the
assumed reinvestment.

The AAL Capital Growth, Mid Cap Stock, Small Cap Stock, International, Equity
Income, Balanced, Bond, Municipal Bond and High Yield Bond Funds -- Standardized
Current Yield

Except for The AAL Money Market Fund, we may advertise a standardized current
yield based on income generated by an investment in a particular Fund over a
30-day period. We state the 30-day period in the advertisement. We determine
income earned on debt obligations by applying a calculated yield-to-maturity
percentage to the obligations held during the period. We determine income earned
from stocks by using the stated annual dividend rate applied over the
performance period. Then, we annualize the income earned. We assume that the
amount of income generated during the 30-day period is generated and reinvested
monthly to provide a six-month return which we then annualize. We show the
return as a percentage of the maximum offering price per share on the last day
of the period.

The AAL Municipal Bond Fund -- Standardized Tax Equivalent Yield

For The AAL Municipal Bond Fund, we may advertise a standardized tax equivalent
yield, which illustrates the yield that would be required on a fully taxable
investment to result in the same net income to an investor in the Fund, after
payment of federal taxes at the stated rate. We compute the yield by dividing
the portion of the Fund's current yield that is tax-exempt by one minus a stated
federal income tax rate, and then adding the quotient to the value of any yield
of the Fund that is not tax exempt.

The AAL Capital Growth, Mid Cap Stock, Small Cap Stock, International, Equity
Income, Balanced. Bond, Municipal Bond and High Yield Bond Funds -- Standardized
Average Annual Total Rate of Return

We may advertise for each of The AAL Mutual Funds (except The AAL Money Market
Fund) a standardized average annual total rate of return for one, five and
ten-year periods, or so much thereof as a Fund has been in existence (since
inception). The standardized average annual total rate of return is the change
in redemption value of shares purchased with an assumed initial investment of
$1,000 assuming the reinvestment of dividends and capital gains distributions.

Other Total Returns

If we believe it would be useful in evaluating performance, we may advertise
total returns for a Fund in another way than the Standardized Average Annual
Total Rate of Return or the other measures of return described above.

We have provided more information on yield and performance in the Statement of
Additional Information.

TRANSFER AGENT, CUSTODIANS AND INDEPENDENT ACCOUNTANTS

Transfer Agent
Firstar Trust Company
P.O. Box 2981
615 E. Michigan Street
Milwaukee, WI 53201-2981

Custodian (except for The AAL International Fund)
Firstar Trust Company
P.O. Box 2981
615 E. Michigan Street
Milwaukee, WI 53201-2981

Custodian for The AAL International Fund
The Chase Manhattan Bank, N.A.
Chase Metro Tech Center
Brooklyn, NY 11245

Independent Accountants
Price Waterhouse LLP
100 East Wisconsin Avenue, Suite 1500
Milwaukee, WI 53202

ORGANIZATION AND DESCRIPTION OF SHARES

The AAL Mutual Funds or "Trust" is a diversified open-end management investment
company registered under the Investment Company Act of 1940. Each of the Funds
is a separate series of a Massachusetts Business Trust organized under a
Declaration of Trust dated March 13, 1987. The Declaration of Trust provides
that each shareholder shall be deemed to have agreed to be bound by its terms.
The Declaration of Trust may be amended by a vote of shareholders or the Board
of Trustees. The Trust may issue an unlimited number of shares in one or more
series as the Board of Trustees may authorize. Currently, the Board has
authorized twelve series. This prospectus describes Institutional shares for ten
series of the Trust. Class A and Class B shares for these same series are
described in a separate prospectus.

Each Fund's classes of shares represent interests in the assets of the Fund and
have identical dividend, liquidation and other rights. The separate share
classes have the same terms and conditions, except each Class A and B share
bears its separate distribution and shareholder servicing expenses. At the
Trustees' discretion, each class may pay a different share of other expenses,
not including advisory or custodial fees or other expenses related to the
management of the Trust's assets, if each class incurs the expenses in different
amounts, or if a class receives services of a different kind or to a different
degree than the other class. The Funds allocate all other expenses to each class
on the basis of the net asset value of that class in relation to the net asset
value of the particular Fund. Institutional shares (and Class A and B shares)
have identical voting rights except that each class has exclusive voting rights
on any matter submitted to shareholders relating solely to the class. In
addition, Institutional shares (and Class A and Class B shares) have separate
voting rights on any matter submitted to shareholders where the interests of one
class differ from the interests of the other class. Matters submitted to
shareholder vote must be approved by each Fund separately except:

1) when required otherwise by the 1940 Act; or

2) when the Trustees determine that the matter does not affect all Funds:
then, only the shareholders of the affected Funds may vote.

Shares are freely transferable, entitled to dividends declared by the Trustees,
and receive the assets of their respective Fund in the event of liquidation. The
Trust generally holds annual shareholder meetings only when required by law or
at the written request of shareholders owning at least 10% of the Trust's
outstanding shares. Shareholders may remove Trustees from office by votes cast
in person or by proxy at a shareholders meeting.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder, Trustee and/or officer
liability for acts on behalf of the Trust or for Trust obligations that are
binding only on the assets and property of the Trust. The Funds include this
disclaimer in each agreement, obligation, or contract entered into or executed
by the Trust or the Board. The Declaration of Trust provides for indemnification
out of the Trust's assets for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. The risk of a shareholder
incurring financial loss on account of shareholder liability is remote because
it is limited to circumstances where the Trust itself is unable to meets its
obligations.

ASSET ALLOCATION (DIVERSIFICATION)

You should not consider an investment in any one Fund a complete investment
program. Like most investors, you should hold a number of different investments,
each with a different level of risk, such as common stocks, bonds and money
market certificates. You may want to meet your goal of diversifying your
investments by purchasing shares in a number of different Funds, each of which
has a different investment strategy and level of risk.

QUESTIONS

If you have questions, contact the Mutual Fund Service Center by calling
800-553-6319 or writing us at:

The AAL Mutual Funds
222 West College Avenue
Appleton, WI 54919-0007.

<PAGE>

GLOSSARY OF IMPORTANT TERMS

American Depository Receipts (ADRs): See Depository Receipts.

Amortized: Paying the principal on a debt by installments; an accounting method
that provides for the gradual decline in the value of an asset.

Annualized: Calculated to represent a year; a statement produced by calculating
financial results for periods other than a complete year.

Asset-Backed Securities: See Mortgage and Asset-Backed Securities, below.

Bond: An interest-bearing debt security, or discounted government or corporate
security, that requires the issuer to pay a specified amount of interest for a
specified time, usually a number of years, then repay the bondholder the face
amount of the bond.

Business Day: Any day both the Federal Reserve Bank of New York and the New York
Stock Exchange (NYSE) are open for business. A business day normally begins at
8:00 a.m. Central Time when the NYSE opens, and usually ends at 3:00 p.m.
Central Time when the NYSE closes.

Call Option: A contract giving the owner the right to buy 100 shares of a stock
at a predetermined price any time up to
a predetermined expiration date.

Capital Gain or Loss: A capital gain or loss equals the increase or decrease in
the value of a security over the original purchase price. A gain or loss is
REALIZED when the security that has increased or decreased in value is sold. An
UNREALIZED GAIN or LOSS occurs when the value of a security increases or
decreases but the security is not sold. If a security is held for more than the
applicable capital gains tax holding period and then sold at a profit, that
profit is a REALIZED LONG-TERM CAPITAL GAIN. If it is sold at a profit before
the applicable period, that profit is a REALIZED SHORT-TERM CAPITAL GAIN.

Chartered Financial Analyst (CFA): Designation earned by financial analysts who
pass examinations in economics, financial accounting, portfolio management,
security analysis and standards of conduct.

Collateral: Something of value -- such as real estate, stocks and bonds --
pledged to secure a debt.

Commercial paper: Short-term, unsecured debt obligations issued by businesses
and sold at a discount but redeemed at pay within 2 to 270 days.

Compound Interest: Interest paid upon interest; interest that is calculated and
credited daily, weekly, monthly, quarterly, semi-annually or annually on both
the principal and the already credited interest.

Convertible Bonds: Bonds that convert or exchange into stocks or carry with it
the right to acquire stocks evidenced by warrants attached to the bond or
acquired as part of the unit with the bonds.

Covered Option: Option contract where the purchase or seller of the contract
owns or has the rights to purchase the shares underlying the option.

Credit Risk: The fundamental risk of investing that the issuer of a security may
not be able to meet its obligations to its investors, usually used in describing
the fundamental risk of debt securities. Nationally recognized statistical
rating organizations (NRSROs) rate debt securities on the ability of the issuer
to pay the interest and principal on the debt issued.

Debt Securities: Bonds and other debt instruments used by issuers to borrow
money from investors. The issuer pays the investor a fixed or variable rate of
interest, and must repay the amount borrowed at maturity.

Deferred Interest Bonds: Bonds that an issuer issues at a significant discount
from face value and does not begin paying interest on the bonds for a delayed
period of time. The discount approximates the total amount of interest the bonds
will accrue and compound over the period until the first interest accrual date
at a rate of interest reflecting the market rate of the security at the time of
issuance.

Delayed Delivery Securities: Refers to the delivery of securities later than the
scheduled date. A contract calling for delayed delivery, known as "seller's
option," is usually agreed to by both parties to a trade.

Depository Receipts: Depository receipts are receipts evidencing ownership in
the underlying shares of a foreign company. Generally, U.S. banks and trusts
issue American depository receipts (ADRs) and American depository shares (ADSs).
They hold the foreign company securities underlying the receipts in their
vaults. In addition to the underlying securities, the receipts entitle the
shareholder to all dividends and capital gains. The bank or trust company
issuing the receipts may have denominated the receipts in a currency other than
the currency underlying the foreign security. U.S. and European banks and trust
companies usually issue global depository receipts (GDRs), which are receipts in
the shares of a global offering of a foreign issuer who has issued two
securities simultaneously in two markets, usually publicly in a non-U.S. markets
and privately in the U.S. market. European banks and trust companies generally
issue European depository receipts (EDRs), sometimes called continental
depository receipts (CDRs) when issued in bearer form, which evidence ownership
in foreign securities.

Equity: Ownership interest in a company; stocks represents the equity or amount
of ownership you have in the company issuing the stocks.

Face Value: See Par.

FDIC: The Federal Deposit Insurance Corporation is an agency of the federal
government that guarantees individual deposits up to $100,000 at participating
banks and savings and loan associations.

Financial Risk: The fundamental risk of how a company will perform after
analyzing its balance sheet and income statements to forecast its future stock
price movements. Fundamental analysts consider past records of assets, earnings,
sales, product, management and markets in predicting future trends in these
indicators of a company's success or failure. There is a risk that factors
affecting a company's performance will change, causing the company's stock to
under-perform.

Floating Rate Bonds: See Variable or Floating Rate Bonds.

403(b)(7) Retirement Plan: A personal retirement savings program that lets
employees of certain tax-exempt organizations or school systems and educational
institutions contribute a portion of their earnings, usually by salary deferral
agreement, into a special mutual fund account. Contributions are made on a
pre-tax basis and benefit from tax-deferred build up of income. The right to
withdraw funds is limited by law and amounts withdrawn are subject to income
taxes.

Futures Contract: Agreement to buy or sell a specific amount of a commodity or
financial instrument at a particular price on a stipulated future date.

General Obligation Bonds: Municipal bonds secured by the issuer's pledge of its
credit and taxing power for the payment of principal and interest.

Industrial Development Bonds: Municipal bonds (usually revenue bonds), the
credit quality of which is normally directly related to the credit standing of
the industrial user involved or of the issuer of any credit enhancement such as
an insurance policy or letter of credit.

Inflation Risk: The risk that a rise in the level of prices for goods and
services (inflation) will decrease the value of your money in terms of your
investments or the income from your investments.

Interest: The payment borrowers (i.e., bond issuers) make to lenders (i.e., bond
holders) for the use of their money, usually expressed as a percentage of the
amount borrowed (the principal). Usually interest is expressed as a rate per
period of time, typically one year, in which case it is called an annual rate of
interest.

Interest Rate Risk: The risk that a rise in the level of interest rates will
reduce the market value (price) of securities held, particularly bonds, in a
Fund's portfolio. Typically, a bond pays a fixed rate of interest (called the
"coupon"). When interest rates rise in the economy the value of the coupon (the
amount of money received on the bond periodically) falls in comparison. As a
result, the price of the bond declines. In general, a decline in prevailing
interest rate levels increases the value of the securities, particularly the
bonds, held in a Fund's portfolio and vice versa. Interest rate fluctuations
affect a Fund's net asset values but not the income received from its existing
portfolio because the income paid on the bonds or other securities does not
change. However, changes in prevailing interest rates will affect the yields on
subsequently purchased securities.

Investment Grade: A bond or other fixed-income security is considered investment
grade if it is rated investment grade by a NRSRO, such as BBB or better by D&P
or S&P or Baa or better by Moody's. See the Appendix.

Liquidity: The ease and speed at which an investor or holder of the security can
sell or otherwise convert the security
into cash.

Margin: Amount a customer deposits with a broker when borrowing from the broker
to buy securities.

Market Capitalization: The value of a corporation as determined by multiplying
the current market price of a share of common stock by the number of shares held
by shareholders. Thus, if a corporation has one million shares outstanding and
the market price of a share is $10, the market capitalization of the corporation
is $10 million.

Market Risk: Refers to the tendency of security prices to move together. The
risk that a broad market downturn will
affect investments in a particular field.

Market Value: The price at which an investor can buy or sell a security at a
given time in an open market.

Maturity: The date on which the principal of a debt obligation, such as a bond,
comes due and must be repaid.

Money Market Instrument: Short-term, liquid debt, such as Treasury bills and
commercial paper. The issuers sell these instruments at a discount but redeem
them at par. See Commercial Paper.

Mortgage and Asset-Backed Securities: Typically these securities consist of
interest in pools of mortgages or consumer loans that provide monthly payments
consisting both interest and principal payments. In effect, these securities
"pass through" the monthly payments that individual borrowers make on their
mortgages or consumer loans net of any fees paid to the issuers or guarantors of
such securities. Mortgage backed and/or asset-backed securities may make
additional payments due to principal prepayments made on the mortgages or loans,
refinancing or foreclosures on the underlying property. Mortgage-backed
securities also may include debt obligations collateralized by mortgage loans or
mortgage pass-through securities ("CMOs") and stripped mortgage-backed
securities, as well as other types of mortgage-backed securities. For more
information on mortgage-backed securities, please refer to the Statement of
Additional Information.

Municipal Bonds: Debt obligations issued by or on behalf of state governments,
U.S. territories or possessions, the District of Columbia and their political
subdivisions, agencies and instrumentalities. Generally, the interest on
municipal bonds is exempt from federal income tax.

Mutual Fund: Also called an open-end investment company. People invest by buying
shares in the mutual fund, thereby pooling shareholders' money and allowing the
fund to invest in a number of securities. The fund distributes any profits from
these investments, after expenses, to the fund's shareholders. Although shares
in the fund are sold publicly, they are not traded on an open exchange because
the fund will buy and sell shares to meet investor demand. Since the company can
issue more shares, the company's capitalization is not fixed but open.

Nationally Recognized Statistical Rating Organization (NRSRO): A company that
assesses the quality and potential performance of bonds, commercial paper,
preferred and common stocks and municipal short-term issues, and rates the
probability that the issuer of the debt will meet the scheduled interest
payments and repay the principal. Ratings are published by such companies as
Moody's Investors Service (Moody's), Standard & Poor's Corporation (S&P), Duff &
Phelps, Inc. (D&P) and Fitch Investor Services, Inc. (Fitch).

PAR: The stated principal value of a bond or the stated value per share of
stock. The par value of stock usually is only used to calculate fees for
incorporation. Typically bonds have a principal value of $1,000.00. A security
selling at its face value is said to be selling at "par". A security selling
below its face value is said to be selling below par or at a discount. A
security selling above its face value is said to be selling above par or at a
premium.

Principal: Face value of an obligation (such as a bond or loan) that must be
repaid at maturity.

Portfolio: Combined holding of more than one stock, bond, commodity, real estate
investment, cash equivalent or other asset by an individual or institutional
investor. The purpose of a portfolio is to reduce risk by diversification.

Preferred Stocks: Stocks with a fixed dividend that must be paid before the
dividends of common stocks are paid.

Public Utilities: A privately owned company that is involved in the generation,
transmission or distribution of electricity, gas, energy, water and telephone,
telegraph, satellite, microwave and other communication facilities for the
public benefit.

Put Option: A contract giving the owner the right to sell 100 shares of stock at
a predetermined price any time up to a predetermined expiration date.

Qualified Retirement Plans: Retirement plans established and maintained by an
employer for the benefit of its employees that must comply with special federal
tax and labor laws and regulations. Some of the more common types of qualified
plans are pension, profit sharing and 401(k) plans. A 401(k) plan also permits
employees to make contributions to the plan through salary deferrals.

Record Date: Date on which a shareholder must officially own shares in order to
be entitled to a dividend.

Regulated Investment Company: Term used by Internal Revenue Code to define a
mutual fund.

Repurchase Agreement: Agreement between a seller and a buyer, usually of U.S.
government securities, whereby the seller agrees to repurchase the securities at
an agreed upon price and, usually, at a stated time.

Revenue Bonds: Municipal bonds that usually are payable only from the revenues
derived from a particular facility or class of facilities, or in some cases from
the proceeds of a special excise tax or other specific revenue source.

Risk: The possibility that you may lose all or part of your investment, that the
value of your investment will decrease, or that you will receive little or no
return on your investment. There are many kinds of risks in investing. See
Credit Risk, , Inflation Risk and Market Risk.

SEC: The U.S. Securities and Exchange Commission.

Securities: Financial instruments, usually stocks, bonds, money market
instruments or mutual fund shares issued by corporations, municipalities and
state, local or national governments or investment companies to raise or borrow
money or give the public an opportunity to participate in the growth of a
company.

Standard & Poor's Index: Also known as the STANDARD & POOR'S 500 (S&P 500);
Standard & Poor's Corporation is a subsidiary of McGraw-Hill, Inc. that provides
a number of investor services. The S&P 500 is a measure of the changes in stock
market conditions based on the average performance of 500 widely held common
stocks. The S&P 500 is considered the benchmark for large stock investors.

S&P Small Cap 600 Index (S&P Small Cap): Introduced in October 1994 to track
small cap stocks. It contains companies chosen by a committee at Standard &
Poor's for their size, industry characteristics and liquidity. None of the
companies in the S&P Small Cap overlap with the S&P 500 or S&P Mid Cap. However,
some companies in the S&P Small Cap are larger than the S&P Mid Cap or S&P 500.

S&P Mid Cap 400 Index (S&P Mid Cap): Contains companies chosen by a committee at
Standard & Poor's for their mid cap size and industry characteristics. None of
the companies in the S&P Mid Cap overlap with the S&P 500 or S&P Small Cap. Some
companies in the S&P Mid Cap, however, are larger than those in the S&P 500 and
smaller than those in the S&P Small Cap. This is a function of the normal drift
that takes place in any index as some companies' stock prices appreciate and
those of others depreciate.

Stocks: See Equity.

Structured Securities: Securities that have a value (i.e., principal amount at
maturity and/or coupons or dividend amounts) linked to currencies, interest
rates, commodities, indices or other financial indicators. Typically, these
securities are debt securities or deposits whose value at maturity (i.e.,
principal value) or coupon rate is determined by reference to a specific
instrument or statistic. For example, gold structured securities may provide for
maturity values that depend on the price of gold, resulting in securities whose
prices tend to rise and fall together with gold prices. These securities involve
additional risk, including structures that may reduce the coupons and/or
dividend amounts to zero or the redemption amounts payable at maturity as a
result of a decline in the value of the underlying instrument. Structured
securities may have more volatility than the price of the underlying instrument.

Total Return: The combination of the price change of an investment plus any
income (or other distributions), expressed as a percentage gain or loss in the
investment's value.

Transfer Agent: An agent appointed by a mutual fund to maintain shareholder
records and issue share certificates.

Trust: An arrangement that permits one party, the Trustee, to hold legal title
of and control property for the benefit of another party, the beneficiary.

Turnover: Also called the Portfolio Turnover Rate; the percentage change in the
assets held by a mutual fund due to its purchases and sales. A portfolio
turnover rate of 100% means that the Fund has purchased and sold securities
equal to 100% of the Fund's total net asset value for the year.

12b-1 Distribution Fee: The fee a mutual fund charges shareholders to cover the
expenses the fund has for shareholder service, advertising, promoting and
selling shares in the fund, also called distribution fee. The Funds do not
charge 12b-1 fees for Institutional shares.

Variable or Floating Rate Bonds: Variable or floating rate debt obligations bear
variable or floating interest rates and carry rights that permit holders to
demand payment of the unpaid principal balance plus accrued interest from the
issuers or certain financial intermediaries. Floating rate instruments have
interest rates that change whenever there is a change in a designated base rate
while variable rate instruments provide for a specified periodic adjustment in
the interest rate. The interest rate formulas are designed to result in a market
value for the instruments that approximate their par values, reducing the effect
of changing market conditions on their underlying market values.

Variable Rate Master Demand Notes: Unsecured obligations, redeemable on notice,
that permit investment of varying amounts at varying interest rates according to
an agreement with the issuer.

Volatility: The measure of the rise and fall of a security's price over a stated
period of time.

When-Issued Securities: The term refers to a transaction made conditionally
because the security, although authorized, has not yet been issued. New issues
of stocks and bonds, stocks that have split and Treasury securities are all
traded on a when issued basis.

Yield: The income generated by an investment (from dividends or interest) over a
given period of time, expressed as a percentage of either cost or current price.

Zero Coupon Bonds: Bonds that the issuer issues at a significant discount from
face value. The discount approximates the total amount of interest the bonds
will accrue and compound over the period until maturity reflecting the market
rate of the security at the time of issuance.

<PAGE>

APPENDIX: SECURITY RATINGS

Ratings in General

A NRSRO's rating represents the organization's opinion on the credit quality a
particular security. The ratings are general and do not portray absolute
standards on the creditworthiness of an issuer. We continuously monitor the
ratings given by the NRSROs on the securities in a Funds' portfolios as part of
our ongoing effort to monitor the Funds' debt quality. Individual analysts give
different weightings to the various factors involved in credit analysis. A
rating is not a recommendation to purchase, sell or hold a security. A rating
does not take into account market value or suitability for a particular
investor. When a security has received a rating from more than one service, the
Funds' Adviser and/or the Sub-Adviser for The AAL International Fund evaluates
each rating independently. Rating organizations base their ratings on current
information furnished by the issuer or obtained from other sources they consider
reliable. Rating organizations may change, suspend or withdraw their ratings due
to changes in, unavailability of, such information or for other reasons.

The Funds have provided the following rating characteristics used by four major
nationally recognized statistical ratings organizations ("NRSROs"), Duff &
Phelps Credit Rating Co., Moody's Investors Service, Inc. Standard & Poor's
Corporation and Fitch Investors Service.

BOND RATINGS

Duff & Phelps Rating Scale Definitions
- ---------------------------------------------------

AAA: Highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury
debt.

AA+, AA, AA-: High credit quality. Protection factors are strong.
Risk is modest but may vary slightly from time to time
because of economic conditions.

A+, A, A-: Protection factors are average but adequate. However
risk factors are more variable and greater in periods of
economic stress.

BBB+, BBB, BBB-: Below average protection factors but still
considered sufficient for prudent investment. Considerable
variability in risk during economic cycles.

BB+, BB, BB-: Below investment grade but deemed likely to meet
obligations when due. Present or prospective financial
protection factors fluctuate according to industry
conditions or company fortunes. Overall quality may move up
or down frequently within this category.

B+, B, B-: Below investment grade and possessing risk that the
obligation might no be met when due. Financial protection
factors will fluctuate widely according to economic cycles,
industry conditions and/or company fortunes. Potential
exists for frequent changes in the rating within this
category or into a higher or lower rating category.

CCC: Well below investment grade securities. Considerable
uncertainty exists as to timely payment of principal,
interest or preferred dividends. Protection factors are
narrow and risk can be substantial with unfavorable
economic/industry conditions and/or with unfavorable company
developments.

DD: Defaulted debt obligations. Issuer failed to meet scheduled
principal and or interest payments.

DP: Preferred stocks with dividend arrearage.

Moody's Rating Scale Definitions
- -------------------------------------------------

Aaa: Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt edged." Interest
payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various
protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds that are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise
what are general known as high grade bonds. They are rated
lower than the best bonds because margins of protection may
not be as large as Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may
be other elements present that make long-term risk appear
somewhat larger than the Aaa securities.

A: Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper-medium grade
obligations. Factors giving security to principal and
interest are considered adequate but elements may be present
which suggest susceptibility to impairment some time in the
future.

Baa: Bonds that are rated Baa are considered medium-grade
obligations (i.e. they are neither highly protected nor
poorly secured). Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba: Bonds that are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured.
Often the protection of interest and principal payments may
be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B: Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract
over a long period of time may be small.

Caa: Bonds that are rated Caa have poor standing. Such issues may
be in default or present elements of danger with respect to
principal or interest.

Ca: Bonds that are rated Ca represent obligations that are
speculative in a high degree. Such issues are often in
default or have other marked shortcomings.

C: Bonds that are rate C are the lowest-rated class of bonds
and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.

Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the company ranks in the
lower end of its generic rating category.

Standard & Poor's ("S&P") Rating Scale Definitions
- -------------------------------------------------

AAA: Debt rated "AAA" has the highest rating assigned by Standard
& Poor's. Capacity to pay interest and repay principal is
extremely strong.

AA: Debt rated "AA" has very strong capacity to pay interest and
repay principal and differs from the higher-rated issues
only in small degrees.

A: Debt rated "A" has strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

BBB: Debt rated "BBB" has an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in
this category than in higher-rated categories.

BB, B, CC, C , C: Debt rated "BB", "B", "CCC", "CC" and "C" is
regarded, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. "BB" indicates
the lowest degree of speculation and "C" the highest degree
of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse
conditions.

BB: Debt rated "BB" has less near-term vulnerability to default
than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business,
financial or economic conditions that could lead to
inadequate capacity to meet timely interest and principal
payments. The "BBB" rating category is also used for debt
subordinated to senior debt that is assigned an actual or
implied "BBB-" rating.

B: Debt rated "B" has a greater vulnerability to default but
currently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or
economic conditions likely will impair capacity or
willingness to pay interest and repay principal. The "B"
rating is also used for debt subordinated to senior debt
that is assigned an actual or implied "BB" or "BB-" rating.

CCC: Debt rated "CCC" has a currently identifiable vulnerability
to default and is dependent upon favorable business,
financial and economic conditions to meet timely payment of
interest and repayment of principal. In the event of adverse
business, financial or economic conditions, it is not likely
to have the capacity to pay interest and repay principal.
The "CCC" rating category is also used for debt subordinated
to senior debt that is assigned an actual or implied "B" or
"B-" rating.

CC: The rating "CC" is typically applied to debt subordinated to
senior debt that is assigned an actual or implied "CCC"
rating.

C: The rating "C" is typically applied to debt subordinated to
senior debt that is assigned an actual or implied "CCC-"
debt rating. The "C" rating may be used to cover a situation
in which a bankruptcy petition has been filed, but debt
service payments are continued.

CI: The rating "CI" is reserved for income bonds on which no
interest is paid.

D: Debt rated "D" is in payment default. The "D" rating
category is used when interest payments or principal
payments are not made on the date due even if the applicable
grace period has not expired, unless S&P believes such
payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy
petition if debt service payments are jeopardized.

NR: Indicates that no public rating has been requested, that
there is insufficient information on which to base a rating,
or that S&P does not rate the particular type of obligation
as a matter of policy.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
category.

Fitch's Investment Grade Bond Rating Definitions
- --------------------------------------------------------

AAA: Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal that is unlikely
to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."

A: Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse
changes in economic conditions and circumstances, however,
are more likely to have an adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is
higher than for bonds with higher ratings.

NR: Indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or Minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "AAA" category.

COMMERCIAL PAPER RATINGS

Duff & Phelp's Commercial Paper Ratings
...........................................
Category 1: Top Grade

Duff 1 plus: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or ready
access to alternative sources of funds, is clearly
outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations.

Duff 1: Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.

Duff 1 minus: High certainty of timely payment. Liquidity factors
are strong and supported by good fundamental protection
factors. Risk factors are very small.

Category 2: Good Grade

Duff 2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.

Category 3: Satisfactory Grade

Duff 3: Satisfactory liquidity and other protection factors
qualify issue as to investment grade. Risk factors are
larger and subject to more variation. Nevertheless timely
payment is expected.

MOODY'S Commercial Paper Ratings
....................................................

Moody's commercial paper ratings are opinions of the ability to repay punctually
promissory obligations. Moody's employs the following three category
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:

Prime 1: Highest quality;

Prime 2: Higher quality; and

Prime 3: High quality.

S&P's Commercial Paper Ratings
.......................................................
A Standard & Poor's ("S&P") commercial paper rating is a current assessment of
the likelihood of timely payment. Ratings are graded into four categories,
ranging from "A" for the highest quality obligations to "D" for the lowest.

A: Issues assigned the highest rating category, A, are regarded
as having the greatest capacity for timely payment. Issues
in this category are delineated with the numbers "1", "2"
and "3" to indicate the relative degree of safety.

A-1: The designation A-1 indicates that the degree of safety
regarding timely payment is either overwhelming or very
strong. A "+" designation is applied to those issues rated
"A-1" that possess extremely strong safety characteristics.

A-2: Capacity for timely payment on issues with the designation
"A-2" is strong. However, the relative degree of safety is
not as high as for issues designated A-1.

A-3: Issues carrying the designation A-3 have a satisfactory
capacity for timely payment. They are, however, somewhat
more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher
designations.

OTHER RATINGS

Moody's Municipal Note Ratings
.....................................................

MIG 1: This designation category denotes best quality. There is
present strong protection by established cash flows,
superior liquidity support or demonstrated broad-based
access to the market for refinancing.

MIG 2: This designation category denotes high quality. Margins
of protection are ample although not so large as in the
preceding group.

MIG 3: This designation category denotes favorable quality. All
security elements are accounted for but there is lacking the
undeniable strength of the preceding grades. Liquidity and
cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

Moody's Ratings of the Demand Features on Variable Rate Demand Securities
...................................................

Moody's may assign a separate rating to the demand feature of a variable rate
demand security. Such a rating may include:

VMIG 1: This designation denotes best quality. There is present
strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the
market for refinancing.

VMIG 2: This designation denotes high quality. Margins of
protection are ample although not so large as in the
preceding group.

VMIG 3: This designation denotes favorable quality. All security
elements are accounted for but there is lacking the
undeniable strength of the preceding grades. Liquidity and
cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

S&P Note Ratings
...................................................

SP-1: Notes rated SP-1 have very strong or strong capacity to pay
principal and interest. Those issues determined to possess
overwhelming safety characteristics are designated as SP-1+.

SP-2: Notes rated SP-2 have satisfactory capacity to pay principal
and interest. Notes due in three years or less normally
receive a note rating. Notes maturing beyond three years
normally receive a bond rating, although the following
criteria are used in making that assessment: (1) the
amortization schedule (the larger the final maturity
relative to other maturities, the more likely the issue will
be rated as a note); (2) and the source of payment (the more
dependent the issue is on the market for its refinancing,
the more likely it will be rated as a note).

S&P Ratings of the Demand Features on Variable Rate Demand Securities
........................................................

S&P assigns dual ratings to all long-term debt issues that have as part of their
provisions a demand feature. The first rating addresses the likelihood of
repayment of principal and interest as due, and the second rating addresses only
the demand feature. The long-term debt rating symbols are used for bonds to
denote the long-term maturity and the commercial paper rating symbols are
usually used to denote the put (demand) options (i.e., AAA/A-1+). Normally
demand notes receive note rating symbols combined with commercial paper symbols
(i.e., SP-1+/A-1+).

<PAGE>

The AAL Mutual Funds
222 West College Avenue
Appleton, WI 54919-0007
Telephone (414) 734-7633, 800-553-5319
TDD 800-684-3416

STATEMENT OF ADDITIONAL INFORMATION
Dated December 29, 1997

Equity-Oriented Funds

The AAL Capital Growth Fund:
Investing In Large Company Stocks

The AAL Mid Cap Stock Fund):
Investing In Mid-Sized Company Stocks

The AAL Small Cap Stock Fund:
Investing In Small Company Stocks

The AAL International Fund:
Investing In Foreign Securities

Equity and Income Oriented Funds

The AAL Equity Income Fund (Formerly Known as The AAL Utilities Fund):
Investing In Income-Producing Equity Securities

The AAL Balanced Fund: Investing in Stocks, Bonds and Money Market Instruments

Income-Oriented Funds

The AAL Bond Fund:
Investing In Investment Grade Bonds

The AAL Municipal Bond Fund:
Investing In Tax-Exempt Municipal Bonds

The AAL High Yield Bond Fund:
Investing in Below Investment Grade Bonds

The AAL Money Market Fund:
Investing in Money Market Instruments

This Statement of Additional Information is not a prospectus, but provides
additional information that should be read in conjunction with The AAL Mutual
Funds prospectus dated December 29, 1997, and any supplements thereto. The
prospectus may be obtained at no charge by writing or telephoning your AAL
Capital Management Corporation Registered Representative or The AAL Mutual Funds
at the address and telephone number above. Class A and Class B shares and two
additional series: The AAL U.S. Government Zero Coupon Target Fund, Series 2001
and The AAL U.S. Government Zero Coupon Target Fund, Series 2006, are described
in separate Prospectuses and Statements of Additional Information.

In this Statement of Additional Information, The AAL Mutual Funds may be
referred to as the "Trust," and The AAL Capital Growth, Mid Cap Stock, Small Cap
Stock, International, Equity Income, Balanced, Bond, Municipal Bond, High Yield
Bond and Money Market Funds may be referred to collectively as the "Funds" or
individually as a "Fund." Terms not otherwise defined have the same meaning as
in the prospectus.

Table of Contents

Investment Objectives and Policies ........................................

Investment Techniques .....................................................

Investment Restrictions ...................................................

Purchases, Redemptions; Pricing Considerations ............................

Compensation of The Board of Trustees .....................................

Investment Advisory Services ..............................................

Distributor................................................................

Portfolio Transactions.....................................................

Dividends, Distributions and Taxes ........................................

Calculation of Yield and Total Return .....................................

General....................................................................

Shareholder Maintenance Agreement .........................................

Independent Accountants ...................................................

Financial Statements ......................................................

<PAGE>

Investment Objectives and Policies

The following information supplements the discussion of the Funds' respective
investment objectives and policies described in the prospectus. In pursuing
their respective objectives, each Fund invests as described below and employs
the investment techniques described in the prospectus and elsewhere in this
Statement of Additional Information. Each Fund's investment objective is a
fundamental policy, which may not be changed without the approval of a "majority
of the outstanding voting securities" of that Fund. A "majority of the
outstanding voting securities" means the approval of the lesser of: (i) 67% or
more of the voting securities at a meeting if the holders of more than 50% of
the outstanding voting securities of a Fund are present or represented by proxy;
or (ii) more than 50% of the outstanding voting securities of a Fund.

The AAL Capital Growth Fund: Investing In Large Company Stocks

This Fund seeks long-term capital growth by investing in a diversified portfolio
of common stocks and securities convertible into common stocks.

The AAL Mid Cap Stock Fund ): Investing In Mid-Sized Company Stocks

This Fund seeks capital growth by investing primarily in a diversified portfolio
of common stocks, and securities convertible into common stocks, of mid-sized
companies with a market capitalization of between $100 million and $5 billion,
focusing on those with a market capitalization of between $400 million and $3.5
billion.

The AAL Small Cap Stock Fund: Investing In Small Company Stocks

This Fund seeks capital growth by investing primarily in a diversified portfolio
of common stocks, and securities convertible into common stocks, of small-sized
companies with a market capitalization of less than $1 billion.

The AAL International Fund: Investing In Foreign Securities

This Fund seeks capital growth by investing primarily in a diversified portfolio
of foreign securities.

The AAL Equity Income Fund: Investing In Income-Producing Equity Securities

This Fund seeks current income, long-term income growth and capital growth, by
investing primarily in a diversified portfolio of Income-Producing Equity
Securities. Prior to September 1, 1997, The AAL Equity Income Fund was known as
The AAL Utilities Fund.

The AAL Balanced Fund: Investing In Stocks, Bonds and Money Market Instruments

The Fund seeks long-term total return through a balance between income and the
potential for long-term capital growth by investing primarily in a diversified
portfolio of common stocks, bonds and money market instruments. We will select
these investments consistent with the investment policies of The AAL Capital
Growth, Bond and Money Market Funds, respectively.

The AAL Bond Fund: Investing In Investment Grade Bonds

This Fund seeks a high level of current income, consistent with capital
preservation, by investing primarily in a diversified portfolio of investment
grade bonds and other debt securities.

The AAL Municipal Bond Fund: Investing In Tax-Exempt Municipal Securities

This Fund seeks a high level of current income that is exempt from federal
income taxes, consistent with preservation of capital, by investing primarily in
a diversified portfolio of municipal securities.

The AAL High Yield Bond Fund: Investing in Below-Investment Grade Securities

This Fund seeks high current income and secondarily capital growth by investing
primarily in a diversified portfolio of high yield, high risk bonds ("High Yield
Bonds").

The AAL Money Market Fund: Investing In Money Market Instruments

This Fund seeks a high level of current income consistent with preservation of
capital and liquidity by investing in a diversified portfolio of high-quality,
short-term money market instruments.

Investment Techniques

Each of the Funds may use the techniques described in the prospectus and in the
Statement of Additional Information in pursuit of its investment objective.

Lending Portfolio Securities

Subject to restriction (4) under "Investment Restrictions," below, a Fund may
lend its portfolio securities to broker-dealers and financial institutions, such
as banks and trust companies. The Adviser and/or Sub-Adviser for The AAL
International Fund will monitor the creditworthiness of any firm with which a
Fund engages in securities lending transactions. Any such loan must be
continuously secured by collateral in cash or cash equivalents maintained on a
current basis in an amount at least equal to the market value of the securities
loaned by the Fund. The Fund would continue to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned, and would
also receive an additional return which may be in the form of a fixed fee or a
percentage of the collateral. The Fund would have the right to call the loan and
obtain the securities loaned at any time on notice of not more than five
business days. The Fund would not have the right to vote the securities during
the existence of the loan, but would call the loan to permit voting of
securities during the existence of the loan if, in the Adviser's and/or
Sub-Adviser for The AAL International Fund's judgment, a material event
requiring a shareholder vote would otherwise occur before the loan was repaid.

In the event of bankruptcy or other default of the borrower, the Fund could
experience both delays in liquidating the loan collateral or recovering the
loaned securities and losses including: (a) possible decline in the value of the
collateral or in the value of the securities loaned during the period when the
Fund seeks to enforce its rights thereto; (b) possible subnormal levels of
income and lack of access to income during this period; and (c) expenses of
enforcing its rights.

Repurchase Agreements

The Funds maintain procedures for evaluating and monitoring the creditworthiness
of firms with which they enter into repurchase agreements. A Fund may not invest
more than 10% of its net assets in repurchase agreements maturing in more than
seven days.

When-Issued and Delayed Delivery Securities

A Fund may purchase securities on a when-issued or delayed-delivery basis, as
described in the prospectus. A Fund makes such commitments only with the
intention of actually acquiring the securities, but may sell the securities
before settlement date if the Adviser and/or Sub-Adviser for The AAL
International Fund deems it advisable for investment reasons.

At the time a Fund enters into a binding obligation to purchase securities on a
when-issued basis, liquid assets of the Fund having a value at least as great as
the purchase price of the securities to be purchased are identified on the books
of the Fund and held by the Funds' custodian throughout the period of the
obligation. The use of these investment strategies may increase net asset value
fluctuation.

Rated Securities

If the rating of a Fund security is lost or reduced, the Fund is not required to
sell the security, but the Adviser and/or the Sub-Adviser for The AAL
International Fund will consider such fact in determining whether that Fund
should continue to hold the security. The AAL Money Market Fund, however, will
sell downgraded commercial paper to the extent required to comply with Rule 2a-7
under the Investment Company Act of 1940 (the "Act").

To the extent that the ratings given by Nationally Recognized Statistical Rating
Organizations ("NRSRO") for debt securities change as a result of changes in an
NRSRO, or changes in an NRSRO's rating system, a Fund will attempt to use
comparable ratings as standards for its investments in debt securities in accord
with its investment policies.

High Yield Bond Market -- The AAL International, Equity Income and High Yield
Bond Funds

The AAL International, Equity Income and High Yield Bond Funds invest in high
yield, high risk bonds, with The AAL High Yield Bond Fund normally investing at
least 65% of its total assets in such securities. While the market for high
yield bonds has existed for many years and has weathered previous economic
downturns, the 1980s brought a dramatic increase in the use of such securities
to fund highly leveraged corporate acquisitions and restructuring. Past
experience may not provide an accurate indication of the future performance of
the high yield bond market, especially during periods of economic recession.
From 1989 to 1991, the percentage of lower-quality securities that defaulted
rose significantly above prior default levels. However, the default rate
decreased subsequently.

The AAL High Yield Bond Fund may invest in Iower-rated asset and mortgage-backed
securities, including interest in pools of lower-rated bonds, consumer loans or
mortgages, or complex instruments such as collateralized mortgage obligations
("CMOs") and stripped mortgage-backed securities (the separate income or
principal components). Changes in interest rates, the market's perception of the
issuers and the creditworthiness of the parties involved may significantly
affect the value of these bonds. Some of these securities may have a structure
that makes their reaction to interest rates and other factors difficult to
predict, causing their value to be highly volatile. These bonds also may be
subject to prepayment risk. During periods of declining interest rates,
prepayment of the loans and mortgages underlying these securities tend to
accelerate. Accordingly, any prepayments on these securities held by the Fund
reduces our ability to maintain positions in high-yielding, mortgage-backed
securities and reinvest the principal at comparable yields.

Certain high yield bonds carry particular market risks. Zero coupon, deferred
interest and payment-in-kind ("PIK") bonds, which are issued at deep discounts,
may experience greater volatility in market value. Asset and mortgage-backed
securities, including collateralized mortgage obligations, in addition to
greater volatility, may carry prepayment risks.

Collateralized Mortgage Obligations and Multi-Class Pass-Through Securities --
The AAL Balanced, Bond and High Yield Bond Funds

The AAL Balanced, Bond and High Yield Bond Funds may invest in mortgage-backed
securities, including CMOs and multi-class through securities, which are debt
instruments issued by special purpose entities secured by pools of mortgage
loans or other mortgage-backed securities. Multi-class pass-through securities
are interests in a trust composed of mortgage loans or other mortgage-backed
securities. Payments of principal and interest on the underlying collateral
provide the money to pay debt service on the CMO or make scheduled distributions
on the multi-class pass-through security. Multi-class pass-through securities,
CMOs, and classes thereof (including those discussed below) are examples of the
types of financial instruments commonly referred to as "derivatives."

In a CMO, a series of bonds or certificates is issued in multiple classes. Each
class of CMO, often referred to as a "tranche," is issued a specified coupon
rate and has a stated maturity or final distribution date. Principal payments on
collateral underlying a CMO may cause it to be retired substantially earlier
than the stated maturity or final distribution dates. Interest is paid or
accrues on all classes of a CMO on a monthly, quarterly or semi-annual basis.
The principal and interest on the underlying mortgages may be allocated among
the several classes of a CMO's series in many ways. In a common structure,
payment of principal on the underlying mortgages are applied according to
scheduled cash flow priorities to classes of a CMO's series.

There are many classes of CMOs. There are "IOs," which entitle the holder to
receive distributions consisting solely or primarily of all or a portion of the
interest in an underlying pool of mortgages or mortgage-backed securities
("Mortgage Assets"). There are also "POs," which entitle the holder to receive
distributions consisting solely or primarily of all or a portion of the
underlying pool of Mortgage Assets. In addition, there are "inverse floaters,"
which have a coupon rate that moves in the reverse direction to an applicable
index, and accrual (or "Z") bonds, which are described below.

Each Fund may not invest more than 7.5% of its net assets in any IOs, POs,
inverse floaters or accrual bonds at any one time or more than 15% of its net
assets in all such obligations at any one time.

Inverse floating CMOs are typically more volatile than fixed or adjustable rate
tranches of CMOs. Investments in inverse floating CMOs would be purchased by the
Funds to attempt to protect against a reduction in the income earned on the
Funds' investments due to decline in interest rates. The Funds would be
adversely affected by the purchase of such CMOs in the event of a increase in
the interest rates because the coupon rate thereon will decrease as interest
rates increase, and, like other mortgage-backed securities, the value will
decrease as interest rates increase.

The cash flows and yields on IO and PO classes are extremely sensitive to the
rate of principal payments (including prepayments) on the related underlying
pool of mortgage loans or mortgage backed securities. For example, a rapid or
slow rate of principal payments may have a material adverse effect on the yield
to maturity of IOs or POs, respectively. If the underlying Mortgage Assets
experience greater than anticipated prepayments of principal, the holder of an
IO may incur substantial losses even if the IO class is rate AAA. Conversely, if
the underlying Mortgage Assets experience slower than anticipated prepayments of
principal, the yield and market value for the holder of a PO will be affected
more severely than would be the case with a traditional mortgage-backed
security.

However, if interest rates were expected to rise, the value of an IO might
increase and may partially offset other bond value declines, and if rates were
expected to fall, the inclusion of POs could balance lower reinvestment rates.

An accrual or Z bondholder is not entitled to receive cash payments until one or
more other classes of the CMO have been paid in full from payments on the
mortgage loans underlying the CMO. During the period in which cash payments are
not being made on the Z tranche, interest accrues on the Z tranche at a stated
rate, and this accrued interest is added to the amount of principal that is due
to the holder of the Z tranche. After the other classes have been paid in full,
cash payments are made on the Z tranche until its principal (including
previously accrued interest that was added to principal, as described above) and
accrued interest at the stated rate have been paid in full. Generally, the date
upon which cash payments begin to be made on a Z tranche depends on the rate at
which the mortgage loans underlying the CMO are prepaid, with a faster
prepayment rate resulting in an earlier commencement of cash payments on the Z
tranche. Like a zero coupon bond, during its accrual period the Z tranche of a
CMO has the advantage of eliminating the risk of reinvesting interest payments
at lower rates during a period of declining market interest rates. At the same
time, however, and also like a zero coupon bond, the market value of a Z tranche
can be expected to fluctuate more widely with changes in market interest rates
than would the market value of a tranche that pays interest currently. Changes
in market interest rates also can be expected to influence prepayment rates on
the mortgage loans underlying the CMO of which a Z tranche is a part. As noted
above, such changes in prepayment rates affect the date at which cash payments
begin to be made on a Z tranche, and therefore also influence its market value.

Structured Securities -- The AAL International and High Yield Bond Funds

The AAL International and High Yield Bond Funds may invest in structured notes
and/or preferred stocks, the value of which is linked to currencies, interest
rates, other commodities, indices or other financial indicators. The securities
differ from other securities in which the Funds may invest in several ways. For
example, the coupon, dividend and/or redemption amount at maturity may be
increased or decreased depending on the value of the underlying instrument.

Investment in structured securities involves certain risks. In addition to the
credit risk of the issuer and the normal risks of changes in interest rates, the
redemption amount may increase or decrease as a result of price changes in the
underlying instrument. Further, in the case of certain structured securities,
the coupon and/or dividend may be reduced to zero, and any further declines in
the value of the underlying instrument may then reduce the redemption amount
payable at maturity. Finally, structured securities may have more volatility
than the price of the underlying instrument.

Variable Rate Demand Notes

The Funds may purchase variable rate master demand notes, which are unsecured
instruments that permit the indebtedness thereunder to vary and provide for
periodic adjustments in the interest rate. Although the notes are not normally
traded and there may be no secondary market in the notes, a Fund may demand
payment of principal at any time. Except for The AAL High Yield Bond Fund, the
notes purchased by the Fund must be rated in one of the two highest rating
categories by a Nationally Recognized Statistical Rating Organization or that
have been issued by an issuer that has received a rating from the requisite
Nationally Recognized Statistical Rating Organizations, in the top categories
with respect to a class of short-term debt obligations that is now comparable in
priority and security with the instrument. If an issuer of a variable rate
master demand note defaulted on its payment obligation, the Funds might be
unable to dispose of the note because of the absence of a secondary market and
might, for this or other reasons, suffer a loss to the extent of the default.
The Funds invest in variable rate master demand notes only when the Adviser
deems the investment to involve minimal credit risk.

In some instances, The AAL Money Market Fund may purchase variable rate
securities (the yields will vary in relation to changes in specific money market
rates, such as the prime rate) with actual maturities of 397 or more, but only
under conditions established by the Securities and Exchange Commission rules
that permit such securities to be considered to have maturities of less than 397
days. The Fund may invest in these longer-term variable rate securities only
when, in the Adviser's view, the Fund may be able to take advantage of the
higher yield that is usually paid on these securities over short-term
securities, and it appears to the Adviser that the variable rates on these
securities may reduce the fluctuations in market value typical of longer-term
securities. The Fund also may purchase variable rate securities with a put
option, which may further reduce the risk of fluctuations in market value.

Portfolio Turnover -- The AAL Mid Cap Stock, Small Cap Stock, Bond, Municipal
Bond and High Yield Bond Funds

As noted in the Prospectus, portfolio turnover rates in excess of 100% may
increase brokerage and other trading expenses incurred by a Fund. The AAL Small
Cap Stock and Mid Cap Stock Funds had portfolio turnover rates of 138.50% and
112.60%, and The AAL Bond and Municipal Bond Funds had portfolio turnover rates
of 212.49% and 119.70% for the fiscal year ended on April 30, 1997,
respectively. The turnover rates for The AAL Mid Cap Stock and Small Cap Stock
Funds reflect the portfolio managers growth investment style, the purchase of
initial public offerings, which tend to appreciate significantly after the
offering and then level off in price, and the volatility of small cap and mid
cap stock prices in general. The portfolio turnover rate for The AAL Bond Fund
reflects the portfolio manager's active selection of the individual securities
that he believes provide the best income for the portfolio within the Fund's
investment parameters at any one time. The portfolio manager has increased
buying and selling securities for The AAL Bond Fund recently. As a result, the
portfolio turnover rate for the next fiscal year may be in excess of 300%, and
may be as high as 600% or more. The turnover rate for The AAL Municipal Bond
Fund reflects the portfolio manager's pursuit of total return (growth and
income) in the municipal securities market.

In seeking its objectives, The High Yield Bond Fund, which began operations on
January 8, 1997, buys or sells portfolio securities whenever the Adviser
believes it appropriate. The Adviser's decision will not generally be influenced
by how long the Fund may have owned the security. From time to time, the Fund
will buy securities intending to seek short-term trading profits. As a result,
The AAL High Yield Bond Fund's portfolio turnover rate may be higher than that
of other mutual funds. The turnover rate is not a limiting factor when
considering a change in the Fund's portfolio.

The AAL Equity Income Fund may have portfolio turnover in excess of 100% during
its transition from concentrating its assets in the securities of public
utilities companies, to investing at least 65% of its total assets in
income-producing equity securities in any industry.

Options and Futures

The Funds, except for The AAL Money Market Fund, may engage in options, futures
and options on futures transactions that constitute bona fide hedging or other
permissible risk management transactions. The Funds will follow the requirements
of the SEC and the Commodities Futures Trading Commission and set aside liquid
assets in a separate account to secure a Fund's potential obligations under its
futures or options positions.

As the writer (seller) of a covered call option, a Fund may forego, during the
option's life, the opportunity to profit from increases in the market value of
the security covering the call option above the sum of the premium and the
exercise price of the call option. However, if the market value of the security
declines, writing a call option would reduce the amount of any decline sustained
to the extent of the premium income received from the sale of the covered call
option.

In periods when the market is neutral or declining, additional incremental
income can be achieved by writing options and receiving the premiums. In
addition, through the writing and purchase of options and the purchase and sale
of futures contracts and related options, a Fund may at times seek to enhance
current returns or to hedge against a decline in the value of securities owned
by it or an increase in the price of securities it plans to purchase.

If additional types of options, futures contracts, or futures options are traded
in the future, a Fund may also use those investment vehicles provided that the
Board of Trustees determines that their use is consistent with a Fund's
investment objective.

Options on Securities and Indexes

Options and futures may be purchased and sold on debt or other securities or
indexes in standardized contracts traded on national securities exchanges,
boards of trade, or similar entities, or quoted on NASDAQ. In addition,
agreements sometimes called cash puts may accompany the purchase of a new issue
of bonds from a dealer. Currently there are no publicly traded options on
tax-exempt securities.

An option on a security (or index) is a contract that gives the holder of the
option, in return for a premium, the right to buy from (call) or sell to (put)
the writer of the option the security underlying the option (or the cash value
of the index) at a specified exercise price at any time during the term of the
option. The writer of an option on a security has the obligation upon exercise
of the option to deliver the underlying security upon payment of the exercise
price or to pay the exercise price upon delivery of the underlying security.
Upon exercise, the writer of an option on an index is obligated to pay the
difference between the cash value of the index and the exercise price multiplied
by the specified multiplier for the index option. (An index is designed to
reflect specified facets of a particular financial or securities market, a
specific group of financial instruments or securities, or certain economic
indicators.)

The Funds, except for The AAL Money Market Fund, will write call options and put
options only if they are "covered." In the case of a call option on a security,
the option is covered if a Fund owns the security underlying the call or has an
absolute and immediate right to acquire the security without additional cash
consideration (or, if additional cash consideration is required, cash or cash
equivalents in such amount are held in a segregated account by its custodian)
upon conversion or exchange of other securities held in its portfolio. For a
call option on an index, the option is covered if a Fund maintains with their
custodian cash or cash equivalents equal to the contract value. A call option
also is covered if a Fund holds a call on the same security or index as the call
written where the exercise price of the call purchased is: (i) equal to or less
than the exercise price of the call; or (ii) greater than the exercise price of
the call written, provided the difference is maintained by a Fund in cash or
cash equivalents in a segregated account with its custodian. A put option on a
security or an index is covered if a Fund maintains a cash or cash equivalents
equal to the exercise price in a segregated account with their custodian. A put
option also is covered if a Fund holds a put on the same security or index as
the put written where the exercise price of the put held is: (i) equal to or
greater than the exercise price of the put written; or (ii) less than the
exercise price of the put written, provided the difference is maintained by a
Fund in cash or cash equivalents in a segregated account with its custodian.

If an option written by a Fund expires, the Fund realizes a capital gain equal
to the premium received at the time the option was written. If an option
purchased by the Fund expires unexercised, the Fund realizes a capital loss
equal to the premium paid.

Prior to the earlier of exercise or expiration, an option may be closed out by
an offsetting purchase or sale of an option of the same series (type, exchange,
underlying security or index, exercise price and expiration). There can be no
assurance, however, that a closing purchase or sale transaction can be effected
when a Fund desires.

A Fund will realize a capital gain from a closing purchase transaction if the
cost of the closing option is less than the premium received from writing the
option, or, if it is more, a Fund will realize a capital loss. If the premium
received from a closing sale transaction is more than the premium paid to
purchase the option, a Fund will realize a capital gain or, if it is less, a
Fund will realize a capital loss. The principal factors affecting the market
value of a put or call option include supply and demand, interest rates, the
current market price of the underlying security or index in relation to the
exercise price of the option, the volatility of the underlying security or index
and the time remaining until the expiration date.

The premium paid for a put or call option purchased by a Fund is an asset of the
Fund. The premium received for an option written by the Fund is recorded as a
deferred liability. The value of an option purchased or written is marked to
market daily and is valued at the closing price on the exchange on which it is
traded or, if not traded on an exchange or no closing price is available, at the
mean between the last bid and asked prices.

Risks Associated with Options on Securities and Indexes

There are several risks associated with transactions in options on securities
and on indexes. For example, there are significant differences between the
securities and options markets that could result in an imperfect correlation
between them, causing a given transaction not to achieve its objectives. A
decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events.

There can be no assurance that a liquid market will exist when a Fund seeks to
close out an option position. If a Fund were unable to close out an option that
it had purchased on a security, it would have to exercise the option in order to
realize any profit or the option may expire worthless. If a Fund were unable to
close out a covered call option that it had written on security, it would not be
able to sell the underlying security unless the option expires without exercise.

As a writer of a covered call option, a Fund forgoes, during the option's life,
the opportunity to profit from increases in the market value of the security
covering the call option above the sum of the premium and the exercise price of
the call.

If trading were suspended in an option purchased by a Fund, a Fund would not be
able to close out the option. If restrictions on exercise were imposed, a Fund
might be unable to exercise an option it has purchased. Except to the extent
that a call option on an index written by a Fund is covered by an option on the
same index purchased by a Fund, movements in the index may result in a loss to a
Fund; however, such losses may be mitigated by changes in the value of a Fund's
portfolio securities during the period the option was outstanding.

Futures Contracts and Options on Futures Contracts

A Fund may enter into interest rate and index futures contracts. An interest
rate or index futures contract provides for the future sale by one party and
purchase by another party of a specified quantity of a financial instrument or
the cash value of an index at a specified price and time. A futures contract on
an index is an agreement by which two parties agree to take or make delivery of
an amount of cash equal to the difference between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written. Although the value of an index might be a
function of the value of certain specified securities, no physical delivery of
those securities is made.

A public market exists in futures contracts covering a number of indexes as well
as the following financial instruments: U.S. Treasury bonds; U.S. Treasury
notes; GNMA certificates; three-month U.S. Treasury bills; 90 day commercial
paper; bank certificates of deposit; and Eurodollar certificates of deposit. It
is expected that other futures contracts will be developed and traded. A Fund
may engage in transactions involving new futures contracts (or options thereon)
if, in the opinion of the Board of Trustees, they are appropriate hedging
instruments for a Fund.

A Fund may purchase (and, if the Commodity Futures Trading Commission grants
certain regulatory relief, write) call and put futures options. Futures options
possess many of the same characteristics as options on securities and indexes. A
futures option gives the holder the right, in return for the premium paid, to
assume a long position (call) or short position (put) in a futures contract at a
specified exercise price at any time during the period of the option. Upon
exercise of a call option, the holder acquires a long position in the futures
contract and the writer is assigned the opposite short position. In the case of
a put option, the opposite is true.

As long as it is required by regulatory authorities having jurisdiction over a
Fund, it will limit its use of futures contracts and futures options to hedging
transactions. For example, a Fund might use futures contracts to hedge against
anticipated changes in interest rates that might adversely affect either the
value of a Fund's securities or the price of the securities that a Fund intends
to purchase. A Fund's hedging may include sales of futures contracts, as an
offset against the effect of expected increases in interest rates, and purchases
of futures contracts as an offset against the effect of expected declines in
interest rates. Although other techniques could be used to reduce a Fund's
exposure to interest rate fluctuations, a Fund may be able to hedge its exposure
more effectively and perhaps at a lower cost by using futures contracts and
futures options.

The success of any hedging technique depends on the Adviser and/or Sub-Adviser
for The AAL International Fund correctly predicting changes in the level and
direction of interest rates and other factors. Should those predictions be
incorrect, the Fund's return might have been better had it not attempted
hedging. However, in the absence of the ability to hedge, the Adviser and/or
Sub-Adviser for The AAL International Fund might have taken portfolio actions in
anticipation of the same market movements with similar investment results, but
presumably at greater transaction costs.

A Fund will only enter into futures contracts and futures options that are
standardized and traded on a U.S. exchange, board of trade, or similar entity,
or quoted on an automated quotation system.

When a purchase or sale of a futures contract is made by a Fund, a Fund is
required to deposit with its custodian (or broker, if legally permitted) a
specified amount of cash or U.S. government securities ("initial margin"). The
margin required for a futures contract is set by the exchange on which the
contract is traded and may be modified during the term of the contract. The
initial margin is in the nature of a performance bond or good faith deposit on
the futures contract that is returned to a Fund upon termination of the
contract, assuming all contractual obligations have been satisfied. A Fund
expects to earn interest income on its initial margin deposits. A futures
contract held by a Fund is valued daily at the official settlement price of the
exchange on which it is traded. Each day a Fund pays or receives cash, called
Avariation margin," equal to the daily change in value of the futures contract.
This process is known as "marking to market." Variation margin does not
represent a borrowing or loan by a Fund, but is instead a settlement between a
Fund and the broker of the amount one would owe the other if the futures
contract expired. In computing daily net asset value, a Fund will mark to market
its open futures positions.

A Fund also is required to deposit and maintain margin on any put and call
options on futures contracts that it has written. Such margin deposits will vary
depending on the nature of the underlying futures contract (and the related
initial margin requirements), the current market value of the option and other
futures positions held by a Fund.

Although some futures contracts call for making or taking delivery of the
underlying securities, generally these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month). If an offsetting
purchase price is less than the original sale price, a Fund realizes a capital
gain. If the offsetting purchase price is more, a Fund realizes a capital loss.
Conversely, if an offsetting sale price is more than the original purchase
price, a Fund realizes a capital gain. If the offsetting price is less, a Fund
realizes a capital loss. The transaction costs must also be included in these
calculations.

Risks Associated with Futures

There are several risks associated with the use of futures contracts and futures
options as hedging techniques. A purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract. There
can be no guarantee that there will be a correlation between price movements in
the hedging vehicle and in the portfolio securities being hedged. In addition,
there are significant differences between the securities and futures markets
that could result in an imperfect correlation between the markets, causing a
given hedge not to achieve its objectives. The degree of imperfection of
correlation depends on circumstances such as: (1) variations in the speculative
market demand for futures, futures options and debt securities, including
technical influences in futures and futures options trading; and (2) differences
between the financial instruments being hedged and the instruments underlying
the standard contracts available for trading, such as interest rate levels,
maturities, and creditworthiness of issuers. A decision as to whether, when and
how to hedge involves the exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to some degree because of market
behavior or unexpected interest rate trends.

Futures exchanges may limit the amount of fluctuation permitted in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of the current trading
session. Once the daily limit has been reached in a futures contract subject to
the limit, no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price movements during a particular trading day,
and therefore does not limit potential losses because the limit may work to
prevent the liquidation of unfavorable positions. For example, futures prices
have occasionally moved to the daily limit for several consecutive trading days
with little or no trading, thereby preventing prompt liquidation of positions
and subjecting some holders of futures contracts to substantial losses.

There can be no assurance that a liquid market will exist at a time when a Fund
seeks to close out a futures or futures options position. In such a case, a Fund
would continue to be required to meet margin requirements until the position is
closed. In addition, some of the contracts discussed above are relatively new
instruments without a significant trading history. As a result, there can be no
assurance that an active secondary market will develop or continue to exist.

Limitations on Options and Futures

A Fund will not enter into a futures contract or purchase an option there on if:
the initial margin deposits for futures contracts held by a Fund plus premiums
paid by it for open futures options positions less the amount by which any such
positions are "in the money" exceed 5% of a Fund's net assets. A call option is
"in the money" if the value of the futures contract that is the subject of the
option exceeds the exercise price. A put option is "in the money" if the
exercise price exceeds the value of the futures contract that is the subject of
the option.

When purchasing a futures contract or writing a put on a futures contract, a
Fund must maintain with its custodian (or broker, if legally permitted) cash or
cash equivalents (including any margin) equal to the market value of such
contract. When writing a call option on a futures contract, a Fund similarly
will maintain with its custodian cash or cash equivalents (including any margin)
equal to the amount such option is in the money until the option expires or is
closed out by a Fund.

A Fund may not maintain open short positions in futures contracts, call options
written on futures contracts or call options written on indexes if, in the
aggregate, the market value of all such open positions exceeds the current value
of the securities in its portfolio, plus or minus unrealized gains and losses on
the open positions, adjusted for the historical relative volatility of the
relationship between the portfolio and the positions. For this purpose, to the
extent a Fund has written call options on specific securities in its portfolio,
the value of those securities will be deducted from the current market value of
the securities portfolio.

To comply with Commodity Futures Trading Commission Rules and thereby avoid
being deemed a "commodity pool operator," a Fund will not invest in a commodity
contract where the "underlying commodity value" of each long position at any
time exceeds the sum of:

(1) The value of the Fund's short-term U.S. debt obligations or other U.S.
dollar denominated, high-quality short-term money market instruments
and cash that it has set aside in an identifiable manner, plus any
funds deposited as margin on the contract;

(2) Unrealized appreciation on the contract held by the broker; and

(3) Cash proceeds from existing investments due in not more than 30 days.

"Underlying commodity value" means the size of the contract multiplied by the
daily settlement price of the contract.

As long as the Fund continues to sell its shares in certain states, the Fund's
options transactions will also be subject to some of the non-fundamental
restrictions set forth in this Statement of Additional Information.

Taxation of Options and Futures

If a Fund exercises a call or put option, the premium paid for the option is
added to the cost of the security purchased (call) or deducted from the proceeds
of the sale (put). For cash settlement of options and futures options, the
difference between the cash received at exercise and the premium paid is a
capital gain or loss.

Entry into a closing purchase transaction will result in capital gain or loss.
If an option was "in the money" at the time it was written and the security
covering the option was held for more than one year prior to the writing of the
option, any loss realized as a result of a closing purchase transaction will be
long-term for federal tax purposes. The holding period of the securities
covering an "in the money" option will not include the period of time the option
is outstanding.

A futures contract held until delivery results in capital gain or loss equal to
the difference between the price at which the futures contract was entered into
and the settlement price on the earlier of delivery notice date or expiration
date. If a Fund delivers securities under a futures contract, a Fund also
realizes a capital gain or loss on those securities.

For Federal income tax purposes, a Fund generally is required to recognize as
income for each taxable year its net unrealized gains and losses as of the end
of the year on options, futures and futures options positions ("year-end mark to
market"). Generally, any gain or loss recognized with respect to such positions
(either by year--end mark to market or by actual closing of the positions) is
considered to be 60% long term and 40% short term, without regard to the holding
periods of the contracts. However, in the case of positions classified as part
of a "mixed straddle," the recognition of losses on certain positions (including
options, futures and futures options positions, the related securities and
certain successor positions thereto) may be deferred to a later taxable year.
Sale of futures contracts or writing of call options (or futures call options)
or buying put options (or futures put options) that are intended to hedge
against a change in the value of securities held by a Fund may affect the
holding period of the hedged securities.

A Fund distributes to shareholders annually any net capital gains that have been
recognized for federal income tax purposes (including year-end mark-to-market
gains) on options and futures transactions. Such distributions are combined with
distributions of capital gains realized on a Fund's other investments and
shareholders are advised of the nature of the payments.

Federal Tax Treatment of Options, Futures Contracts and Forward Foreign
Exchange Contracts

A Fund may enter into certain option, futures and forward foreign exchange
contracts that will be treated as Section 1256 contracts or straddles under the
Internal Revenue Code.

Transactions that are considered Section 1256 contracts will be considered to
have been closed at the end of a Fund's fiscal year and any gains or losses will
be recognized for tax purposes at that time. Such gains or losses from the
normal closing or settlement of such transactions will be characterized as 60%
long-term capital gain or loss and 40% short-term capital gain or loss
regardless of the holding period of the instrument. A Fund will be required to
distribute net gains on such transactions to shareholders even though it may not
have closed the transaction and received cash to pay such distribution.

Options, futures and forward foreign exchange contracts that offset a foreign
dollar denominated bond or currency position may be considered straddles for tax
purposes in which case a loss on any position in a straddle will be subject to
deferral to the extent of unrealized gain in an offsetting position.

For a Fund to continue to qualify for federal income tax treatment as a
regulated investment company, at least 90% of its gross income for a taxable
year must be derived from qualifying income (i.e., dividends, interest, income
derived from loans of securities and gains from the sale of securities or
currencies). Pending tax regulations could limit the extent that net gains
realized from options, futures or foreign forward exchange contracts on
currencies are qualifying income for purposes of 90% requirement. In addition,
gains realized on the sale of other disposition of securities, including
options, futures or foreign forward exchange contracts on securities or
securities indices and, in some cases, currencies, held for less than three
months, must be limited to less than 30% of a Fund's annual gross income. To
avoid realizing excessive gains on securities or currencies held less than three
months, a Fund may be required to defer the closing out option, futures or
foreign forward exchange contracts beyond the time when it would otherwise be
advantageous to do so. It is anticipated that the unrealized gains on Section
1256 options, future and foreign forward exchange contracts, which had been open
for less than three months as of the end of a Fund's fiscal year and which are
recognized for tax purposes, will be considered gains on securities or
currencies held for three months or more for purposes of the 30% test.

Foreign Securities - The AAL Capital Growth, Mid Cap Stock, Small Cap Stock
Balanced and Bond Funds

The AAL Capital Growth, Mid Cap Stock and Small Cap Stock Funds may invest in
foreign securities, but only if such securities are listed and traded on a U.S.
national securities exchange. These Funds do not intend to invest more than 10%
of their net assets in such foreign securities. The AAL Bond Fund may invest up
to 20% of its net assets in debt securities of foreign issuers that are payable
in U.S. dollars. The AAL Balanced Fund may invest in foreign securities to the
extent The AAL Capital Growth and Bond Funds allow investments in foreign
securities for the common stock and fixed income portions of the Fund,
respectively. Foreign securities may present a greater degree of risk (including
risks relating to tax provisions or expropriation of assets) than do securities
of domestic issuers.

Foreign Securities - The AAL International, Equity Income and High Yield Bond
Funds

The AAL Equity Income Fund may invest up to 15% of its net assets in foreign
securities. The Fund also may invest in foreign securities in domestic markets
through depository receipts and securities of foreign issuers that are traded on
a registered American stock exchange or the NASDAQ National Market System
without regard to the 15% limitation. The Funds consider depository receipts as
investments in the underlying stocks for purposes of diversification.

The AAL High Yield Bond Fund may invest up to 15% of its net assets in foreign
bonds. At this time, the Fund intends to limit its purchases of foreign bonds to
those trading in the U.S.

The AAL International Fund normally invests at least 65% of its total assets in
foreign securities primarily trading in at least 3 different countries, not
including the U.S.

Foreign investments may involve risks that are in addition to the risks inherent
in U.S. securities. In many countries there is less public information available
about issuers and foreign companies may not be subject to uniform accounting,
auditing and financial reporting standards. The value of foreign investments may
rise or fall because of changes in currency exchange rates, and a Fund may incur
costs in converting securities denominated in foreign currencies into U.S.
dollars. Dividends and interest on foreign securities may be subject to foreign
withholding taxes, which would reduce a Fund's income without providing a tax
credit to shareholders. Obtaining and enforcing judgments, when necessary, in
foreign countries may be more difficult and expensive than in the U.S. Although
these Funds intend to invest in securities of issuers of stable and developed
countries, there is the possibility of expropriation, confiscatory taxation,
nationalization, currency blockage or political or social instability that could
affect investments in such countries.

The AAL International and Equity Income Funds may invest in American Depository
Receipts ("ADRs") without limit. ADR facilities may be either "sponsored" or
"unsponsored." While similar, distinctions exist relating to the rights and
duties of ADR holders and market practices. A depository may establish an
unsponsored facility without the participation by or consent of the issuer of
the deposited securities, although a letter of non-objection from the issuer is
often requested. Holders of unsponsored ADRs generally bear all the costs of
such facility, which can include deposit and withdrawal fees, currency
conversion fees and other service fees. The depository of an unsponsored
facility may be under no duty to distribute shareholder communications from the
issuer or to pass through voting rights. Issuers of unsponsored ADRs are not
obligated to disclose material information in the U.S. and, therefore, there may
not be a correlation between such information and the market value of the ADR.
Sponsored facilities enter into an agreement with the issuer that sets out
rights and duties of the issuer, the depository and the ADR holder. This
agreement also allocates fees among the parties. Most sponsored agreements also
provide that the depository will distribute shareholder notices, voting
instructions and other communications. The AAL International and Equity Income
Funds may invest in sponsored and unsponsored ADRS.

In addition to ADRS, The AAL International Fund may hold foreign securities in
the form of American Depository Shares ("ADSs"), Global Depository Receipts
("GDRs") and European Depository Receipts ("EDRs"), or other securities
convertible into foreign securities. These receipts may not be denominated in
the same currency as the underlying securities. Generally, American banks or
trust companies issue ADRs and ADSs, which evidence ownership of underlying
foreign securities. GDRs represent global offerings where an issuer issues two
securities simultaneously in two markets, usually publicly in a non-U.S. market
and privately in the U.S. market. EDRs (sometimes called Continental Depository
Receipts ("CDRs")) are similar to ADRs, but usually issued in Europe. Typically
issued by foreign banks or trust companies, EDRs and CDRs evidence ownership of
foreign securities. Generally, ADRs and ADSs in registered form trade in the
U.S. securities markets, GDRs in the U.S. and European markets, and EDRs and
CDRs (in bearer form) in European markets. The Adviser and Sub-Adviser for The
AAL International Fund consider investments in ADRs, ADSs, GDRs, EDRs and CDRs
as investments in the underlying stocks for purposes of diversification.

Classification of Foreign Markets -- The AAL International Fund

Foreign markets are often classified as mature or emerging. The countries in
which The AAL International Fund may invest are classified below. The Fund also
may invest in additional countries when such investments are consistent with the
Fund's objective and policies.

Mature: Australia, Austria, Belgium, China, Canada, Denmark, Finland,
France, Germany, Hong Kong, Ireland, Italy, Japan, Luxembourg,
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden,
Switzerland, United Kingdom and United States.

Emerging: Argentina, Brazil, Chile, Czech Republic, Ecuador, Greece,
Hungary, India, Indonesia, Jamaica, Kenya, Israel, Jordan, Malaysia,
Mexico, Morocco, Nigeria, Pakistan, People's Republic of China, Peru,
Philippines, Poland, South Africa, South Korea, Sri Lanka, Taiwan,
Thailand, Turkey, Uruguay, Venezuela and Vietnam.

Foreign Currency Transactions

To manage the currency risk accompanying investments in foreign securities and
to facilitate the purchase and sale of foreign securities, the Funds may engage
in foreign currency transactions on a spot (cash) basis at the spot rate
prevailing in the foreign currency exchange market or through entering into
contracts to purchase or sell foreign currencies at a future date ("forward
foreign currency" contracts or "forward" contracts).

A forward foreign currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are principally traded in the inter-bank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirement and no
commissions are charged at any stage for trades.

When a Fund enters into a contract for the purchase or sale of a security
denominated in a foreign currency, it may desire to "lock in" the U.S. dollar
price of the security. By entering into a forward contract for the purchase or
sale of a fixed amount of U.S. dollars equal to the amount of foreign currency
involved in the underlying security transaction, the Fund can protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the subject foreign currency during the period
between the date the security is purchased or sold and the date on which the
payment is made or received.

When the Adviser and/or Sub-Adviser for The AAL International Fund believe that
a particular foreign currency may suffer a substantial decline against the U.S.
dollar, they may enter into a forward contract to sell a fixed amount of the
foreign currency approximating the value of some or all of the Fund's portfolio
securities denominated in such foreign currency. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of
those securities between the date the forward contract is entered into and the
date it matures. The projection of short-term currency market movement is
extremely difficult and the successful execution of a short-term hedging
strategy is highly uncertain. A Fund will not enter into such forward contracts
or maintain a net exposure to such contracts where the consummation of the
contracts would obligate the Fund to deliver an amount of foreign currency in
excess of the value of the Fund's securities or other assets denominated in that
currency. Under normal circumstances, the Adviser and/or Sub-Adviser for The AAL
International Fund consider the long-term prospects for a particular currency
and incorporate the prospects into their overall long-term diversification
strategies. The Adviser and Sub-Adviser for The AAL International Fund believe
that it is important to have the flexibility to enter into such forward
contracts when they determine that the best interests of a Fund will be served.

At the maturity of a forward contract, a Fund may either sell the portfolio
securities and make delivery of the foreign currency, or it may retain the
securities and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of foreign currency.

If a Fund retains the portfolio securities and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a forward contract to sell the
foreign currency. Should forward prices decline during the period when the Fund
entered into the forward contract for the sale of a foreign currency and the
date it entered into an offsetting contract for the purchase of the foreign
currency, the Fund will realize a gain to the extent the price of the currency
it has agreed to sell exceeds the price of the currency it has agreed to
purchase. Should forward prices increase, the Fund will suffer a loss to the
extent that the price of the currency it has agreed to purchase exceeds the
price of the currency it has agreed to sell.

It is important to note that: (1) a foreign currency hedge transactions does not
protect against or eliminate fluctuations in the prices of particular portfolio
securities (i.e., if the price of such securities decline due to an issuer's
deteriorating credit situation); and (2) it is impossible to forecast with
precision the market value of securities at the expiration of a forward
contract. Accordingly, the Fund may have to purchase additional foreign currency
on the spot market (and bear the expense of such purchase) if: (1) the market
value of a Fund's securities are less than the amount of the foreign currency
the Fund is obligated to deliver; and (2) a decision is made to sell the foreign
securities and make delivery of the foreign currency upon expiration of the
contract. Conversely, the Fund may have to sell some of its foreign currency
received upon the sale of a portfolio security if the market value of the Fund's
securities exceed the amount of foreign currency the Fund is obligated to
deliver. A Fund's dealings in forward foreign currency exchange contracts will
be limited to the transactions described above. Also a Fund may not be able to
hedge against a currency devaluation at a price above the anticipated level
where the market itself has generally anticipated the currency's devaluation.

Although the Funds value their assets daily in terms of U.S. dollars, they do
not intend to convert their holdings of foreign currencies into U.S. dollars on
a daily basis. A Fund will do so from time to time and investors should be aware
of the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they realize a profit based on the difference (the
"spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one
rate, while offering a lesser rate of exchange should the Fund desire to resell
that currency to the dealer.

Options and Futures Relating to Foreign Currencies

The Funds may purchase and sell currency futures and purchase and write currency
options to increase or decrease its exposure to different foreign currencies.
They also may purchase and write currency options in conjunction with the
currency futures or forward contracts of another series of the Funds. The uses
and risks of currency options and futures are similar to options and futures
relating to securities or indices, as discussed above.

Currency futures contracts are similar to forward foreign currency contracts,
except that they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally is
purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase the
underlying currency, and the purchaser of a currency put obtains the right to
sell the underlying currency.

Currency futures and options values can be expected to correlate with exchange
rates, but may not reflect other factors that affect the value of the respective
Fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
particular Fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the Fund's foreign-denominated
investments change in response to many factors other than exchange rates, it may
not be possible to match the amount of currency options and futures to the value
of the Fund's investments exactly overtime.

Privately Issued Securities: The AAL Balanced and Money Market Fund

Securities in which The AAL Money Market and Balanced Fund (money market
instrument portion) may invest include securities issued by major corporations
without registration under the Securities Act of 1933 in reliance on certain
exemptions, including the "private placement" exemption afforded by Section 4(2)
of that Act. Section 4(2) paper is restricted as to disposition under the
federal securities laws in that any resale must be made in an exempt
transaction. This paper normally is resold to other institutional investors
through or with the assistance of investment dealers who make a market in it,
thus providing liquidity. In the opinion of the Adviser, Section 4(2) paper is
no less liquid or salable than commercial paper issued without legal
restrictions on disposition. However, should a section 4(2) paper issue be
deemed illiquid by the Adviser, the Fund would purchase such security only in
accordance with its limitations on illiquid securities. See "Additional
Investment Factors and Risks Regarding the Funds -- Illiquid and Restricted
Securities" in the prospectus.

Variable Rate Demand Notes--The AAL Capital Growth, Mid Cap Stock, Small Cap
Stock, International, Equity Income, Balanced, Bond, High Yield Bond and Money
Market Funds

The AAL Capital Growth, Mid Cap Stock, Small Cap Stock, International, Equity
Income, Balanced, Bond, High Yield Bond and Money Market Funds (subject to Rule
2a-7) may purchase variable rate master demand notes, which are unsecured
instruments that permit the indebtedness thereunder to vary and provide for
periodic adjustments in the interest rate. Although the notes are not normally
traded and there may be no secondary market in the notes, the Funds may demand
payment of principal at any time. The notes purchased by the Funds must be rated
in one of the two highest rating categories by a Nationally Recognized
Statistical Rating Organization or that have been issued by an issuer that has
received a rating from the requisite Nationally Recognized Statistical Rating
Organizations, in the top categories with respect to a class of short-term debt
obligations that is now comparable in priority and security with the instrument.
If an issuer of a variable rate master demand note defaulted on its payment
obligation, the Funds might be unable to dispose of the note because of the
absence of a secondary market and might, for this or other reasons, suffer a
loss to the extent of the default. The Funds invest in variable rate master
demand notes only when the Adviser deems the investment to involve minimal
credit risk.

Investments In Other Investment Companies

An investment by a Fund in other investment companies, which is limited by
fundamental investment restriction 14 below, may cause a Fund to increase
payments of administration and distribution expenses.

Investment Restrictions

Each Fund operates under the following investment restrictions. A Fund may not:

(1) invest more than 5% of its net assets (or 5% of The AAL Small Cap
Stock, International, Balanced or High Yield Bond Funds' total assets,
taken at value at the time of each investment, in the securities (including
repurchase agreements) of any one issuer (for this purpose, the issuer(s)
of a debt security being deemed to be only the entity or entities whose
assets or revenues are subject to the principal and interest obligations of
the security), except that up to 25% of its net assets (or 25% of The AAL
lnternational, Small Cap Stock, Balanced or High Yield Bond Fund's total
assets) may be invested without regard to this limitation and provided that
such restrictions shall not apply to obligations issued or guaranteed by
the U.S. government or any agency or instrumentality thereof;

(2) purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases and sales of portfolio securities, but
a Fund may make margin deposits in connection with transactions in options,
futures and options on futures;

(3) make short sales of securities or maintain a short position, or write,
purchase, or sell puts, calls, straddles, spreads, or combinations thereof,
except for the described transactions in options, futures, options on
futures and short sales against the box;

(4) make loans to other persons, except that the Fund reserves freedom of
action, consistent with its other investment policies and restrictions and
as described in the prospectus and this Statement, to: (a) invest in debt
obligations, including those that are either publicly offered or of a type
customarily purchased by institutional investors, even though the purchase
of such debt obligations may be deemed the making of loans; (b) enter into
repurchase agreements; and (c) lend portfolio securities, provided that the
Fund may not loan securities if, as a result, the aggregate value of all
securities loaned would exceed 33% of its total assets (taken at market
value at the time of such loan);

(5) issue senior securities or borrow, except that the Fund may borrow in
amounts not in excess of 10% of its net assets, taken at current value, and
then only from banks as a temporary measure for extraordinary or emergency
purposes (the Funds will not borrow to increase income, but only to meet
redemption requests that otherwise might require untimely dispositions of
portfolio securities; interest paid on any such borrowing will reduce net
income);

(6) mortgage, pledge, hypothecate or in any manner transfer, as security
for indebtedness, any securities owned or held by a Fund except as may be
necessary in connection with and subject to the limits in restriction (5);

(7) underwrite any issue of securities, except to the extent that the
purchase of securities directly from an issuer thereof in accord with a
Fund's investment objectives and policies may be deemed to be underwriting
or to the extent that in connection with the disposition of portfolio
securities a Fund may be deemed an underwriter under federal securities
laws;

(8) purchase or sell real estate, or real estate limited partnership
interests provided that a Fund may invest in securities secured by real
estate or interests therein or issued by companies that invest in real
estate or interests therein;

(9) purchase or sell commodities or commodity contracts except that a Fund
may purchase or sell futures and options thereon for hedging purposes as
described this Statement;

(10) invest more than 25% of its net assets (or 25% or more of The AAL
International, Small Cap Stock, Balanced or High Yield Bond Funds' total
assets), taken at current value at the time of each investment, in
securities of nongovernmental issuers whose principal business activities
are in the same industry(or 25% or more of The AAL International, Small Cap
Stock, Balanced or High Yield Bond Funds' total assets) in any single
industry or issuer (except the U.S. government or any agency or
instrumentality thereof);

(11) invest in oil, gas or mineral related programs or leases except as may
be included in the definition of public utilities, although a Fund may
invest in securities of enterprises engaged in oil, gas or mineral
exploration;

(12) invest in repurchase agreements maturing in more than seven days or in
other securities with legal or contractual restrictions on resale if, as a
result thereof, more than 10% of a Fund's net assets (taken at current
value at the time of such investment) would be invested in such securities;

(13) except for The AAL High Yield Bond Fund, invest in any security if as
a result a Fund would have more than 5% of its net assets invested in
securities of companies which, together with any predecessors, have been in
continuous operation for less than three years;

(14) purchase securities of other investment companies, if the purchase
would cause more than 10% of the value of a Fund's net assets (or 10% of
the value of The AAL Small Cap Stock, International, Balanced or High Yield
Bond Funds' total assets), to be invested in investment company securities
provided that: (a) no investment will be made in the securities of any one
investment company if immediately after such investment more than 3% of the
outstanding voting securities of such company would be owned by a Fund or
more than 5% of the value of a Fund's net assets (or 5% of the value of The
AAL International, Balanced or High Yield Bond Funds' total assets) would
be invested in such company; and (b) no restrictions shall apply to a
purchase of investment company securities in connection with a merger,
consolidation acquisition or reorganization; or

(15) purchase more than 10% of the outstanding voting securities of an
issuer or invest for the purpose of exercising control or management.

Each of the above restrictions (1) through (15), as well as each Fund's
investment objective, except for The AAL Balanced and High Yield Bond Funds, is
a fundamental policy.

Purchases and Redemptions; Pricing Considerations

Purchases and redemptions are discussed in the prospectus under the headings
"How to Buy Institutional Shares," "How to Sell (Redeem) Institutional Shares"
and "Net Asset Value," and that information is incorporated herein by reference.

The Funds' net asset value is determined only on the days on which the New York
Stock Exchange is open for trading. That Exchange is regularly closed on
Saturdays and Sundays and on New Years' Day, the third Monday in February, Good
Friday, the last Monday in May, Independence Day, Labor Day, Thanksgiving and
Christmas. If one of these holidays falls on a Saturday or Sunday, the Exchange
will be closed on the preceding Friday or the following Monday, respectively.

The Funds determine the net asset value by adding up the value of a Fund's
assets, subtracting the Fund's liabilities, and dividing the balance by the
total number of shares outstanding. In determining the current market value for
securities traded or listed on an exchange, the Funds use the last sale price on
the exchange where the securities primarily trade. For securities that have
readily available market quotations, the Funds use an over-the-counter or
exchange bid quotation. When a Fund holds securities or other assets that do not
have readily available market quotations or are restricted, the Fund values them
at fair market value, as determined in good faith by management under the
direction of the Board of Trustees. The Funds may use pricing services in
determining the current or fair market value of securities held in their
portfolios. The Funds value money market instruments with a remaining maturity
of 60 days or less on an amortized costs basis. The Funds comply with the SEC's
requirements for using an amortized cost valuation method.

Reliable market quotations are not considered to be readily available for many
long-term corporate bonds and notes, certain preferred stocks, tax-exempt
securities or foreign securities. The Funds may, and generally will, value debt
securities on the basis of valuations furnished through a pricing service or
services approved by the Board of Trustees. A pricing service generally will
determine valuations based upon normal, institutional-size trading units of such
securities using market transactions for comparable securities and various
relationships between securities generally recognized by institutional traders.

Management prices foreign securities in terms of U.S. dollars at the official
exchange rate. Alternatively, it may price these securities at the average of
the current bid and asked price of such currencies against the dollar last
quoted by a major bank that is a regular participant in the foreign exchange
market, or on the basis of a pricing service that takes into account the quotes
provided by a number of such major banks. If management does not have either of
these alternatives available to it or the alternatives do not provide a suitable
method for converting a foreign currency into U.S. dollars, the Board of
Trustees in good faith will establish a conversion rate for such currency.

Generally, U.S. government securities and other fixed income securities complete
trading at various times prior to the close of the New York Stock Exchange. For
purposes of computing net asset value, the Funds use the market value of such as
of the time their trading day ends. Occasionally, events affecting the value of
such securities may occur between such times and the close of the New York Stock
Exchange, which events will not be reflected in the computation of a Fund's net
asset value. If events materially affecting the value of a Fund's securities
occur during such a period, then these securities will be valued at their fair
value as determined in good faith by the Trustees.

Foreign securities trading may not take place on all days when the NYSE is open,
or may take place on Saturdays and other days when NYSE is not open and the
Fund's net asset value is not calculated. When determining the net asset value
of the Fund, management values foreign securities primarily listed and/or traded
in foreign markets at their market value as of the close of the last primary
market where the securities traded. Unless material, as determined by management
under the supervision of the Board of Trustees, events affecting the valuation
of Fund securities occurring between the time its net asset value is determined
and the close of the NYSE will not be reflected in such asset value. As a
result, the Fund's net asset value may be significantly affected by such trading
on days when the Fund is not accepting purchases or redemptions.

The Funds intend to pay all redemptions in cash and are obligated to redeem
shares solely in cash up to the lesser of $250,000 or one percent of the net
assets of the Fund during any 90-day period for any one shareholder. However,
redemptions in excess of such limit may be paid wholly or partly by a
distribution in kind of securities. If redemptions were made in kind, the
redeeming shareholders might incur brokerage fees in selling the securities
received in the redemptions.

Each Fund reserves the right to suspend or postpone redemptions during any
period when: (a) trading on the New York Stock Exchange is restricted, as
determined by the Securities and Exchange Commission, or that the Exchange is
closed for other than customary weekend and holiday closings; (b) the Securities
and Exchange Commission has by order permitted such suspension; or (c) an
emergency, as determined by the Securities and Exchange Commission, exists,
making disposal of portfolio securities or valuation of net assets of the Fund
not reasonably practicable.

The AAL Money Market Fund-Amortized Cost Valuation

The AAL Money Market Fund values its portfolio securities on the basis of their
amortized cost. Amortized cost is an approximation of market value, whereby the
difference between acquisition cost and value at maturity is amortized on a
straight-line basis over the remaining life of the instrument. The effect of
changes in the market value of a security as a result of fluctuating interest
rates is not taken into account and thus the amortized cost method of valuation
may result in the value of a security being higher or lower than its actual
market value. In addition, if a large number of redemptions take place at a time
when interest rates have increased, the Fund may have to sell portfolio
securities prior to maturity and at a price which might not be as desirable.

Although there is no assurance that it will be able to do so, the Fund will use
its best efforts to maintain a constant net asset value of $1.00 per share for
purchases and redemptions. The Board of Trustees has established procedures for
this purpose, which procedures include a review of the extent of any deviation
of net asset value per share, based on available market quotations, from the
$1.00 amortized cost per share. Should that deviation exceed 2 of 1% for the
Fund, the Board of Trustees will promptly consider whether any action should be
initiated to eliminate or reduce material dilution or other unfair results to
shareholders. Such action may include redemption of shares in kind, selling
portfolio securities prior to maturity, reducing or withholding dividends, and
utilizing a net asset value per share as determined by using available market
quotations. The Fund will maintain a dollar-weighted average portfolio maturity
of 90 days or less and will not purchase any instrument deemed to have a
remaining maturity greater than 397 days, will limit portfolio investments,
including repurchase agreements, to those dollar denominated instruments that
the Board of Trustees determines present minimal credit risks as advised by the
Adviser, and will comply with the requirements as to the quality of certain
portfolio securities specified by the SEC for money market funds using the
amortized cost method of valuation and with certain reporting and record keeping
procedures. There is no assurance that constant net asset value can be
maintained at all times. In the event amortized cost ceases to represent fair
value, the Board will take appropriate action.

Compensation of The Board of Trustees

The Fund makes no payments to any of its officers for services. However, any of
the Trustees who are not officers or employees of the Adviser or its parent are
paid, by The AAL Mutual Funds, an annual fee of $25,000 and a fee of $_______
per meeting. These fees are assessed ratably to each series of The AAL Mutual
Funds. Trustees are reimbursed by The AAL Mutual Funds for any expenses they may
incur by reason of attending such meetings or in connection with services they
may perform for The AAL Mutual Funds. For the fiscal year ended April 30, 1997,
The AAL Mutual Funds paid an aggregate of $60,280.54 in Trustees' fees and
expenses (the Trustees at the time were paid an annual fee of $10,000 and a fee
of $1,000 per meeting).

<TABLE>
(1) (2) (3) (4) (5) (6)
Name of Person Capacities in Aggregate Pension or Estimated Annual Total
which Remuneration Retirement Benefits Upon Compensation
Remuneration Benefits Accrued Retirement from Registrant
Received During and Fund Complex
Registrant's Paid to Trustees*
Last Fiscal Year
<CAPTION>
<S> <C> <C> <C> <C> <C>
Ronald G. Anderson, Trustee - - - -
DOB 10/2/48

John H. Pender, Trustee - - - $4,500
DOB 5/25/30

Richard L. Trustee - - - _
Gunderson,
DOB 6/14/33

F. Gregory Trustee $14,000 - - $20,000
Campbell, DOB
12/16/39

D. W. Russler, Trustee $14,000 - - $20,000
DOB 10/28/28

Richard L. Gady, Trustee $14,000 - - $20,000
DOB 2/28/43

Lawrence M. Woods, Trustee $14,000 - - $20,000
DOB 4/14/32
</TABLE>

*The Fund complex includes the AAL Variable Product Series Fund, Inc.

Investment Advisory Services

Please refer to the description of the Adviser, Advisory Agreement and Fees
under "Management of the Trust" in the Prospectus, which is incorporated herein
by reference.

The following Executive Officers of the Trust also serve as officers or
directors of the Adviser as shown below:

<TABLE>
<CAPTION>
<S> <C>
Ronald G. Anderson President; Director and President of AAL Capital
222 West College Avenue Management Corporation since 2/26/97
Appleton, WI 54919-0007
DOB 10/2/48

Robert G. Same Secretary; Director since 1987, Executive Vice
222 West College Avenue President and Chief Operating Officer since 2/14/97
Appleton, WI 54919-0007 and Secretary of AAL Capital Management Corporation
DOB 7/28/45 since 1987

Terrance P. Gallagher Treasurer; Director and Chief Financial Officer of AAL
222 West College Avenue Capital Management Corporation since 1994, Senior Vice
Appleton, WI 54919-0007 President since 1987 and Comptroller since 1992
DOB 9/20/58
</TABLE>

The Adviser furnishes the Funds, at the Adviser's expense, with all office space
and facilities, equipment and clerical personnel necessary for carrying out its
duties under the Advisory Agreement. The Adviser also will pay all compensation
of Trustees, officers and employees of the Trust who are affiliated persons of
the Adviser. All costs and expenses not expressly assumed by the Adviser under
the Advisory Agreement are paid by the Funds, including, but not limited to: (a)
interest and taxes; (b) brokerage commissions; (c) insurance premiums; (d)
compensation and expenses of its Trustees other than those affiliated with the
Adviser; (e) legal and audit expenses; (f) fees and expenses of the Trust's
custodian and transfer agent; (g) expenses incident to the issuance of the
Trust's shares, including stock certificates and issuance of shares on the
payment of, or reinvestment of, dividends; (h) fees and expenses incident to the
registration under Federal or state securities laws of the Trust or its shares;
(i) expenses of preparing, printing and mailing reports and notices and proxy
material to shareholders of the Trust; (j) all other expenses incidental to
holding meetings of the Trust's shareholders; (k) dues or assessments of or
contributions to the Investment Company Institute or its successor, or other
industry organizations; (l) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations which the Trust may
have to indemnify its officers and Trustees with respect thereto; and (m) all
expenses which the Trust agrees to bear in any distribution agreement or in any
plan adopted by the Trust pursuant to Rule 12b-1 under the Act.

The Adviser may waive its advisory fees for, assume or reimburse the expenses
of, any Fund at any time. As of September 1, 1997, the Adviser is waiving .225
of 1% of its .50 of 1% maximum advisory fee for The AAL Money Market Fund.
Effectively, the adviser is charging only a 0.275 of 1% advisory fee for the
Fund. The Adviser also is reimbursing The AAL High Yield Bond Fund expenses in
excess of 1.00% and 1.75% and .75% for Class A, Class B and Institutional
shares, respectively. Any fee waivers or expense assumptions are voluntary and
may be discontinued at any time. The Funds have paid advisory fees net of
reimbursements to the Adviser for the past three fiscal years ended April 30,
1997 as follows:

<TABLE>

For the Year Ended April 30, 1995 April 30, 1996 April 30, 1997
<CAPTION>
<S> <C> <C> <C>
The AAL Capital Growth Fund
$5,910,666 $7,332,620 $9,121,422
The AAL Mid Cap Stock Fund
$1,443,406 $2,207,510 $3,188,294
The AAL Small Cap Stock Fund
N/A N/A $ 159,016
The AAL International Fund
N/A $ 182,656 $ 873,585
The AAL Equity Income Fund
$ 260,436 $ 445,179 $ 643,863
The AAL Balanced Fund
N/A N/A N/A
The AAL Bond Fund
$2,448,730 $2,410,603 $2,214,486
The AAL Municipal Bond Fund
$2,134,525 $2,215,237 $2,153,751
The AAL High Yield Bond Fund
N/A N/A $ 60,205
The AAL Money Market Fund
$ 335,173 $ 448,619 $ 780,148
</TABLE>

From its advisory fees, the Adviser pays the sub-advisory fees for The AAL
International Fund in accordance with the formula set forth in the prospectus.
Prior to November 1, 1995, the Adviser paid Sub-Advisory fees from the Advisory
fees received for The AAL Mid Cap Stock, Capital Growth, Equity Income, Bond,
Municipal Bond and Money Market Funds.

The Advisory Agreement and Sub-Advisory Agreement for The AAL International Fund
provide that subject to Section 36 of the Act, neither the Adviser nor
Sub-Adviser shall be liable to the Trust for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or omission in
the management of the Trust and the performance of their duties under the
Agreement except for willful misfeasance, bad faith or gross negligence in the
performance of their duties or by reason of reckless disregard of their
obligations and duties under the agreements.

The Trust has agreed to use its best efforts to change its name if the Adviser
ceases to act as such with respect to the Funds. The continued use of the
Trust's present name would create confusion in the context of the Adviser or its
parent's business.

The Investment Advisory Agreement was approved by the Board of Trustees,
including a majority of the Trustees who were not interested persons (as defined
in the Act) of any party to the agreement on August 21, 1990, and was approved
by the shareholders of The AAL Municipal Bond Fund on November 27, 1990, and The
AAL Capital Growth, Bond and Money Market Funds on December 20, 1990. After
December 20, 1990, the Advisory Agreement was approved for:

The AAL Mid Cap Stock Fund by the Board of Trustees on May 18, 1993, and
the sole shareholder on June 30, 1993;

The AAL Equity Income Fund by the Board of Trustees on February 24, 1994,
and the sole shareholder on March 18, 1994;

The AAL International Fund by the Board of Trustees on May 23, 1995, and
the sole shareholder on July 31, 1995;

The AAL Small Cap Stock Fund by the Board of Trustees on February 23, 1996,
and the sole shareholder on July 1, 1996;

The AAL High Yield Bond Fund by the Board of Trustees on May 29, 1996, and
the sole shareholder on January 8, 1997; and

The AAL Balanced Fund by the Board of Trustees on ___________, 1997, and
the sole shareholder on December 29, 1997.

On October 16, 1995, the Board of Trustees terminated the Sub-Advisory
Agreements (effective November 1, 1995) with, and approved the assumption of the
duties by the Adviser of, the Sub-Advisers, Duff & Phelps Investment Management
Co., and Pilgrim Baxter & Associates Ltd., for The AAL Capital Growth, Mid Cap
Stock, Equity Income, Bond, Municipal Bond and Money Market Funds. The Board of
Trustees also approved reductions in the advisory fees for these Funds. On May
23, 1995, the Board of Trustees, including a majority of the Trustees who were
not interested persons (as defined in the Act) of any party to the agreement
approved the current Sub-Advisory Agreement with Societe Generale Asset
Management Corp. for The AAL International Fund.

The Advisory Agreement and Sub-Advisory Agreement will continue in effect from
year to year only so long as such continuances are specifically approved at
least annually by the Board of Trustees, including a majority of the Trustees
who are not interested persons (as defined in the Act). The Advisory Agreement
and Sub-Advisory Agreement are terminable upon assignment or at any time without
penalty by the Board of Trustees or by vote of the holders of a majority of the
outstanding voting securities of the Trust. With respect to a particular Fund,
the Advisory or Sub-Advisory Agreement, if any, is terminable by the vote of a
majority of the outstanding shares of such Fund or by the Adviser on 60 days
written notice to the Trust.

Distributor

AAL Capital Management Corporation is the exclusive underwriter for the Funds
under a written Distribution Agreement, dated June 15, 1987, as amended, with
the Funds. The underwriter offers the shares of the Funds for sale on a
continuous basis through its field sales force.

The public offering price of a Fund's Institutional shares is the net asset
value next computed. The Funds began offering Institutional shares on December
29, 1997.

General

AAL Capital Management Corporation acts as exclusive underwriter for the Funds'
Class A and Class B shares and two additional series of The AAL Mutual Funds:
The AAL U.S. Government Zero Coupon Target Fund, Series 2001; and The AAL U.S.
Government Zero Coupon Target Fund, Series 2006. For information on the Fund's
Class A and Class B shares, please see the separate prospectus and statement of
additional information.

Portfolio Transactions

The Adviser and/or Sub-Adviser for The AAL International Fund direct the
placement of orders for the purchase and sale of the Funds' portfolio
securities.

The cost of securities transactions for each Fund will consist primarily of
brokerage commissions or dealer or underwriter spreads. Bonds and money market
instruments are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes.

Occasionally, securities may be purchased directly from the issuer. For
securities traded primarily in the over-the-counter market, the sellers who make
a market in the securities will be dealt with directly unless better prices and
execution are available elsewhere. Such dealers usually act as principals for
their own account. In placing portfolio transactions, the Adviser seeks the best
combination of price and execution.

In determining which brokers provide best execution, the Adviser and/or
Sub-Adviser for The AAL International Fund look primarily to the stock price
quoted by the broker, and normally places orders with the broker through which
the most favorable price can be obtained. It is expected that securities will
ordinarily be purchased in the primary markets, and that in assessing the best
net price and execution available to a Fund, the Adviser and/or Sub-Adviser for
The AAL International Fund will consider all factors they deem relevant,
including the breadth or the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any (for the specific transaction and on a
continuing basis). Although it is expected that sales of shares of the Funds
will be made only by the Distributor, the Adviser may in the future consider the
willingness of particular brokers to sell shares of the Funds as a factor in the
selection of brokers for the Funds' portfolio transactions, subject to the
overall best price and execution standard.

Assuming equal execution capabilities, other factors may be taken into account
in selecting brokers or dealers to execute particular transactions and in
evaluating the best net price and execution available. The Adviser and/or
Sub-Adviser for The AAL International Fund may consider "brokerage and research
services" (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934), statistical quotations, specifically the quotations
necessary to determine the Funds' net asset values, and other information
provided to the Funds, to the Adviser or Sub-Adviser (or their affiliates). The
Adviser and/or Sub-Adviser for The AAL International Fund may also cause a Fund
to pay to a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction. The Adviser and/or Sub-Adviser for The AAL International Fund
must determine, in good faith, however, that such commission was reasonable in
relation to the value of the brokerage and research services provided, viewed in
terms of that particular transaction or in terms of all the accounts over which
the Adviser and/or Sub-Adviser for The AAL International Fund exercise
investment discretion. It is possible that certain of the services received by
the Adviser and/or Sub-Adviser for The AAL International Fund attributable to a
particular transaction will benefit one or more other accounts for which
investment discretion is exercised by the Adviser and/or Sub-Adviser for The AAL
International Fund. The Funds paid, $1,108,673, $1,697,844 and $4,205,263 in
brokerage commissions in each of the past 3 fiscal years.

Dividends, Distributions and Taxes

The AAL Capital Growth, Mid Cap Stock, Small Cap Stock, International,
Equity Income, Balanced, Bond, High Yield Bond and Money Market Funds

Each of the Funds' dividends, except for The AAL Municipal Bond Fund's
dividends, from net investment income together with distribution of short-term
capital gains (collectively "income dividends") are taxable as ordinary income
to shareholders whether paid in additional shares or in cash. Any long-term
capital gains ("capital gains distributions") distributed to shareholders are
treated as such by the shareholders, whether received in cash or in additional
shares, regardless of the length of time a shareholder has owned the shares.
These Funds intend to distribute substantially all their net investment income
and net realized long-term capital gains in order to avoid imposition of federal
income and excise tax liability. The AAL Mid Cap Stock, Small Cap Stock and
International Funds expect to pay any dividends annually. The AAL Capital Growth
Fund expects to pay any dividends semi-annually and The AAL Equity Income and
Balanced Funds expect to pay any dividends quarterly. The AAL Bond, High Yield
Bond and Money Market Funds will accrue income dividends daily and expect to pay
these dividends monthly. These Funds expect to distribute capital gains, if any,
at least annually.

The AAL Municipal Bond Fund

This Fund expects to accrue income dividends daily and to distribute to
shareholders all of its net investment income in monthly dividends and net
realized capital gains, if any, at least annually. Dividends derived from the
interest earned on municipal securities constitute "exempt-interest dividends"
and are generally not subject to federal income tax. Distributions of net
realized capital gains (whether from tax-exempt or taxable securities) are
taxable to shareholders. The federal income tax status of all distributions will
be reported to shareholders annually. Such report will allocate income dividends
between tax-exempt and taxable income (if any) in approximately the same
proportions as the Fund's total income during the year. Accordingly, income
derived from each of these sources by the Fund may vary substantially in any
particular distribution period from the allocation reported to shareholders
annually.

Interest on borrowing a shareholder incurs to purchase or carry shares of this
Fund may not be deductible for federal income tax purposes. Shareholders may be
subject to state and local taxes on dividends from this Fund, including those
which are exempt from federal income tax.

Entities or persons who are "substantial users" (or persons who are related to
"substantial users") of facilities financed by industrial revenue bonds should
consult their tax advisers before purchasing shares of The AAL Municipal Bond
Fund. For these purposes, the term "substantial user" is defined generally to
include a "non-exempt person" who regularly uses in trade or business a part of
a facility financed from the proceeds of industrial development revenue bonds.

The 1986 Tax Reform Act subjects tax-exempt interest attributable to certain
Aprivate activity bonds" (including, in the case of a regulated investment
company receiving interest on such bonds, a proportionate part of the
exempt-interest dividends paid by that company) to the individual and corporate
alternative minimum tax. However, the Fund will not invest more than 20% of its
assets in such private activity bonds. Moreover, certain corporate shareholders
may be subject to a federal "environmental" tax with respect to their receipt of
dividends and distributions.

The AAL International Fund -- Foreign Withholding Tax

The Fund may be subject to foreign withholding taxes on income and gains derived
from its investments outside the U.S. Such taxes would reduce the yield on the
Fund's investments. Tax treaties between certain countries and the U.S. may
reduce or eliminate such taxes. If more than 50% of the value of the Fund's
total assets at the close of any taxable year consist of stocks or securities of
foreign corporations, the Fund may elect, for U.S. federal income tax purposes,
to treat any foreign country income or withholding taxes paid by the Fund that
can be treated as income taxes under U.S. income tax principles, as paid by its
shareholders. For any year that the Fund makes such an election, each of its
shareholders will be required to include in his income (in addition to taxable
dividends actually received) his allocable share of such taxes paid by the Fund
and will be entitled, subject to certain limitations, to credit his portion of
these foreign taxes against his U.S. federal income tax due, if any, or to
deduct it (as an itemized deduction) from his U.S. taxable income, if any.
Generally, credit for foreign taxes is subject to the limitation that it may not
exceed the shareholder's U.S. tax attributable to his foreign source taxable
income.

If the pass through election described above is made, the source of the Fund's
income flows through to its shareholders. Certain gains from the sale of
securities and currency fluctuations will not be treated as foreign source
taxable income. In addition, this foreign tax credit limitation must be applied
separately to certain categories of foreign source income, one of which is
foreign source "passive income." For this purpose, foreign "passive income"
includes dividends, interest, capital gains and certain foreign currency gains.
As a consequence, certain shareholders may not be able to claim a foreign tax
credit for the full amount of their proportionate share of the foreign tax paid
by the Fund.

The foreign tax credit can be used to offset only 90% of the alternative minimum
tax (as computed under the Code for purposes of this limitation) imposed on
corporations and individuals. If the Fund does not make the pass through
election described above, the foreign taxes it pays will reduce its income, and
distributions by the Fund will be treated as U.S. source income.

Each shareholder will be notified within 60 days after the close of the Fund's
taxable year whether, pursuant to the election described above, the foreign
taxes paid by the Fund will be treated as paid by its shareholders for that year
and, if so, such notification will designate: (i) such shareholder's portion of
the foreign taxes paid to such country; and (ii) the portion of the Fund's
dividends and distributions that represent income derived from sources within
such country.

Investments by the Fund in stocks of certain foreign corporations that generate
largely passive investment-type income, or which hold a significant percentage
of assets that generate such income (referred to as "passive foreign investment
companies" or "PFICs"), are subject to special tax rules designed to prevent
deferral of U.S. taxation of the Fund's share of the PFIC's earnings. In the
absence of certain elections to report these earnings on a current basis,
regardless of whether the Fund actually receives any distributions from the
PFIC, a Fund would be required to report certain "excess distributions" and any
gain from the disposition of stocks of the PFIC, as ordinary income. This
ordinary income would be allocated ratably to the Fund's holding period for the
stocks. Any amounts allocated to prior taxable year will be taxable to the Fund
at the highest rate of tax applicable in that year, increased by a interest
charge determined as though the amounts were underpayment of tax. Amounts
allocated to the year of the distribution or disposition would be included in
the Fund's net investment income for that year, and to the extent distributed as
a dividend to the Fund's shareholders would not be taxable to the Fund.

Summary

The foregoing is only a summary of certain tax considerations generally
affecting the Funds and their shareholders. Investors are urged to consult their
tax advisors with specific reference to their own tax situations, including
state and local tax liability.

Calculation of Yield and Total Return

From time to time the Funds may advertise yield and total return for their
shares for various periods of investment. Such information will always include
uniform performance calculations based on standardized methods established by
The Securities and Exchange Commission, which reflect the front-end sales charge
on a Class A share and the contingent deferred sales charge ("CDSC") on a Class
B share (Institutional shares are not subject to sales charges or Rule "12b-1
distribution fees), and may also include other total return information without
giving effect to the sales charges, if any. Yield is based on historical
earnings and total return is based on historical calculated earnings; neither is
intended to indicate future performance. Performance information should be
considered in light of the particular Fund's investment objectives and policies,
characteristics and quality of its portfolio securities and the market
conditions during the applicable period and should not be considered as a
representation of what may be achieved in the future. Investors should consider
these factors, in addition to differences in the methods used in calculating
performance information and the impact of taxes on alternative investments when
comparing a particular Fund's performance to the performance data published for
alternative investments.

Standardized Performance Information

Average Annual Total Return. For each of the Funds, except The AAL Money Market
Fund, standardized average annual total return for Institutional shares is
computed by finding the average annual compounded rates of return for these
shares over the 1, 5 and 10 year periods (or the portion thereof during which
the Fund has been in existence) that would equate the initial amount invested in
such shares to the ending redeemable value according to the following formula:

T = (ERV/P)^(1/n) - 1

Where:

T = average annual total return for the class;

n = number of years and portion of a year;

ERV = ending redeemable value for the class (of the hypothetical
$1,000 payment) at the end of the 1, 5 and 10 year periods,
or fractional portion thereof, after deduction of all
non-recurring charges for the class (i.e., none for
institutional shares), assuming redemption at the end of the
period;

P = $1,000 (the hypothetical initial payment before deduction
of the maximum sales load, if any); and

^ = raised to the power of.

For annual return information for the Funds' Class A and Class B shares based on
gross amount invested, please see the separate prospectus and statement of
additional information. There is no standardized annual return information
available for Institutional shares. Institutional shares first became available
to investors on December 29, 1997.

Current Yield. Current yield quotations for the Funds, except The AAL Money
Market Fund, are based on a 30-day (or one-month) period, and are computed by
dividing the net investment income per share for each class earned during the
period by the maximum offering price per share for each class on the last day of
the period, according to the following formula:

Yield 2[((a - b)/(cd) + 1)^6 - 1]

where:

a = dividends and interest earned by the Class during the
period;

b = expenses accrued by the Class for the period (net of
reimbursements);

c = the average daily number of shares outstanding for the
Class during the period they were entitled to receive
dividends; and

d = the maximum offering price per share for the Class on the
last day of the period.

^ = to the power of.

For purposes of this calculation, income earned on debt obligations is
determined by applying a calculated yield-to-maturity percentage to the
obligations held during the period. Interest earned on mortgage-backed
securities will be calculated using the coupon rate and principal amount after
adjustment for a monthly pay down. Income earned on stocks is determined by
using the stated annual dividend rate applied over the performance period. There
is no yield information for the Funds' Institutional shares. The Funds'
institutional shares first became available to investors on December 29, 1997.
For information on the Funds' yields for Class and Class B shares, please see
the separate prospectus and statement of additional information.

Tax Equivalent Yield. The AAL Municipal Bond Fund will calculate a tax
equivalent yield based on a 30-day (or one-month) period for the Fund's shares,
computed by dividing that portion of the yield of the Fund for the share class
(computed as described above) that is tax-exempt by one minus a stated income
tax rate and adding the quotient to that portion if any, of the yield of that
share class for the Fund that is not tax exempt. The formula for computation of
the tax equivalent yield is:

X = ( N/1-F) + T

Where:

N = % of yield for the class derived from tax-exempt income;

F = federal income tax rate; and

T = % of yield for the class derived from taxable income.

There is no tax equivalent yield information for institutional shares.
Institutional shares first became available to investors on December 29, 1997.
For tax-equivalent yield information for the Fund's Class A and Class B shares,
please see the separate prospectus and statement of additional information.

Current and Effective Yield - The AAL Money Market Fund. The AAL Money Market
Fund may quote a current yield or effective yield for its shares from
time-to-time. The current yield is an annualized yield based on the net change
in account value for each class for a seven-day period. The effective yield is
an annualized yield based on a daily compounding of the current yield for each
share class. These yields are each computed by first determining the "Net Change
in Account Value" for each share class for a hypothetical account having a share
balance of one share at the beginning of a seven-day period ("Beginning Account
Value"), excluding capital changes. The Net Change in Account Value will always
equal the total dividends declared with respect to the account. The yields for
each share class are computed as follows:

Current Yield = Net Change in Account Value Per Class 365
------------------------------------- ---
Beginning Account Value Per Class x 7

Effective Yield = [1 + Net Change in Account Value Per Class] 365/7 - 1

There is no current or effective yield information for the Fund's Institutional
shares. Institutional shares first became available to investors on December 29,
1997. For information on the Fund's current or effective yield for Class A and
Class B shares, please see the separate prospectus and statement of additional
information.

In addition to fluctuations reflecting changes in net income of the Fund
resulting from changes in income earned on its portfolio securities and in its
expenses, the Fund's yield also would be affected if the Fund were to restrict
or supplement its dividends in order to maintain its net asset value at $1.00.
(See "Net Asset Value" in the Prospectus and in this Statement.) Portfolio
changes resulting from net purchase or net redemptions of Fund shares may affect
yield. Accordingly, the Fund's yield may vary from day to day and the yield
stated for a particular past period is not a representation as to its future
yield. The Fund's yield is not guaranteed nor is its principal insured. Although
there is no assurance that it will be able to do so, the Fund will use its best
efforts to maintain its net asset value per share at $1.00.

Other Performance Information

All of The AAL Mutual Funds may, from time to time, include in their sales
literature and advertisements: (1) total return quotations computed for
different time periods or by a method that differs from the computations
described in the section above for a Fund's shares; (2) calculations of the
growth of an investment (or series of investments), at various assumed interest
rates and compounding, to show the effect of the length of time, interest rate
and/or tax deferral on an investment for a Fund's shares; (3) illustrate the
concepts of asset allocation by use of hypothetical case studies using various
risk levels and life cycles, as well as illustrating the effect of various tax
brackets and tax deferrals on hypothetical systematic investing for a Fund's
shares; and (4) performance relative to the performance of other investments
such as stocks, bonds, closed end funds, certificates of deposit, as well as
various indices such as the Consumer Price Index and indices generated by
lbbotson & Associates and Chase Global Data and Research Products for a Fund's
shares.

Average Annual Total Return. All Funds, except The AAL Money Market Fund, may
advertise an average annual total return calculation for a Fund's shares for any
appropriate time period, based upon the value of a net investment in the Fund
for the class. For institutional shares the difference between the gross (or
standardized) returns and net returns (which in the case of Class A shares would
be calculated after deduction of the maximum sales charge and in the case of
Class B shares after deducting the CDSC ) would be the same. Investors in the
Funds' institutional shares do not pay sales charges, either as a front-end load
or as a CDSC. The formula for calculating the value of a net investment in the
Funds' shares is as follows:

T = n(ERV/P)^(1/n)-1

where:

T = average annual total return for the class;

n = number of years and portion of a year;

ERV = ending redeemable value for the class (of the hypothetical
$1,000 investment) at the end of any period after deducting
all non-recurring charges (CDSC for Class B shares) assuming
redemption at the end of the period;

P = $1,000 (the hypothetical initial net investment after
deduction of the sales load, if any).

^ = raised to the power of.

There is no annual return information for Institutional shares based on net
amount invested. Institutional shares first became available to investors on
December 29, 1997. For annual return information based on net amount invested
for the Funds' Class A and Class B shares, please see the separate prospectus
and statement of additional information.

Performance information for the Funds' shares may be compared to various
unmanaged indexes, such as Morgan Stanley's EAFE and World, Dow Jones Industrial
and Averages, the S&P 500, S&P MidCap 400, S&P Small Cap or Lehman Brothers High
Yield Index, Lehman Brothers Aggregate or other Lehman Bond Indexes, as well as
indices of similar mutual funds, and various foreign country and currency
indices. The Funds may include in their advertising rankings published by
recognized statistical services or publishers such as Morningstar, Lipper
Analytical Services, Inc., Weisenberger Investment Companies Services or
rankings shares published by other comparable national services that rank mutual
funds. They also may use information from publications such as Barron's,
Business Week, The Economist, Financial World, Forbes, Fortune, Kiplinger's
Personal Finance, Money, Smart Money, the Star, The Wall Street Journal or
Worth, and from videotapes of television shows and interviews involving
investment experts, including employees of the Adviser and/or Sub-Adviser for
The AAL International Fund. Advertisements may depict performance graphically.

General

The Trust's Declaration of Trust permits its Trustees to issue an unlimited
number of full and fractional shares of beneficial interest and to divide or
combine the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interest in a Fund. Pursuant to this
authority, the Trustees have issued Class A, Class B and Institutional shares
for the Funds, except for The AAL U.S. Government Zero Coupon Target Funds,
Series 2001 and 2006. Each class share represents an interest in a Fund
proportionately equal to the interest of each other share in its class. If the
Trust were to liquidate, all shareholders of a Fund would share pro rata in its
net assets for the class available for distribution to shareholders. If they
deem it advisable and in the best interests of shareholders, the Board may
create additional classes of shares that may differ from each other only as to
dividends or, as is the case with the Funds, as to assets and liabilities (in
which case any such class would have a designation including the word "Series").
Shares of each series are entitled to vote as a series only to the extent
required by the '40 Act or as permitted by the Trustees. Income and operating
expenses are allocated fairly among the series by the Trustees.

As of October 9, 1997, the officers and Trustees of the Trust owned less than 1%
of the shares of any Funds. As of October 9, 1997, the following account holders
held in excess of 5% of the following Funds' shares:

Percentage
Shareholder Ownership

Aid Association for Lutherans (AAL)
4321 N. Ballard Road
Appleton, Wisconsin 54919

The AAL High Yield Bond Fund 25%

AAL Capital Management Corporation

The AAL Money Market Fund 5%

LCMS Foundation

The AAL Bond Fund 6%

Because AAL owns more than 25% of The AAL High Yield Bond Fund, AAL is
considered a control person of the Fund and, as such, has voting power in
connection with any matters subject to a shareholders vote for the Fund.

Except for the election of Trustees and ratification of the selection of
accountants, any matter required to be submitted to shareholder vote is not
deemed to have been effectively acted upon unless approved by the holders of a
"majority" (as defined in the Rule) of the voting securities of each Series
affected by the matter.

The AAL Capital Growth, Mid Cap Stock, Small Cap Stock, Equity Income, Balanced,
Bond, Municipal Bond, High Yield Bond and Money Mark t Funds' custodian is
Firstar Trust Company. The AAL International Fund's custodian is The Chase
Manhattan Bank, N.A. The custodians are responsible for holding the Funds'
assets.

AAL Capital Management Corporation provides certain administrative, accounting
and pricing services to the Funds, including calculating the daily net asset
value per class share; maintaining original entry documents and books of record
and general ledgers; posting cash receipts and disbursements; reconciling bank
account balances monthly; recording purchases and sales based on Sub-Adviser
communications; and preparing monthly and annual summaries to assist in the
preparation of financial statements of, and regulatory reports for, the Funds.
These services were formerly provided by the Funds' Custodian. An Administrative
Services Agreement with the Adviser was approved by a majority of the Trustees
of the Funds, including a majority of the Trustees who are not interested
persons of the Funds or of the Adviser and was approved by the shareholders of
The AAL Municipal Bond Fund on November 27, 1990 and of The AAL Capital Growth,
Bond and Money Market Funds on December 20, 1990, The Board of Trustees approved
the addition of:

The AAL Mid Cap Stock Fund to this agreement on May 18, 1993; The AAL
Equity Income Fund on February 24, 1994; The AAL International Fund on May
23, 1995; The AAL Small Cap Stock on February 28, 1996; The AAL High Yield
Bond Fund on May 29, 1996; and The AAL Balanced Fund on __________, 1997.

The principal motivation for having the Adviser provide these services was cost.
The Adviser has agreed to provide these services at rates that would not exceed
the rates charged by unaffiliated vendors for similar services. The initial rate
of payment for these services was $25,000 per Fund per year, plus the cost of
outside pricing services but only to the extent the Adviser is not voluntarily
absorbing any expenses of that Fund. The annual rates of payment approved by the
Trustees presently are:

The AAL Capital Growth Fund - $35,000 The AAL Mid Cap Stock Fund - $35,000
The AAL Small Cap Stock Fund - $35,000 The AAL International Fund - $40,000
The AAL Equity Income Fund - $35,000 The AAL Balanced Fund - $35,000 The
AAL Bond Fund - $35,000 The AAL Municipal Bond Fund - $35,000 The AAL High
Yield Bond Fund - $30,000 The AAL Money Market Fund - $35,000
The AAL U. S. Government Zero Coupon Target Fund Series 2001 - $2,500
The AAL U. S. Government Zero Coupon Target Fund Series 2006 - $2,500

The Agreement will continue in effect from year to year, as long as it is
approved at least annually by the Funds' Board of Trustees or by a vote of the
outstanding voting securities of the Funds and in either case by a majority of
the Trustees who are not parties to the Agreement or interested persons of any
such party. The Agreement terminates automatically if assigned and may be
terminated without penalty by either party on 60-days' notice. The Agreement
provides that neither the Adviser nor its personnel shall be liable for any
error of judgment or mistake of law or for any loss arising out of any act or
omission in the execution and the discharge of its obligations under the
Agreement, except for willful misfeasance, bad faith or gross negligence in the
performance of their duties or by reason of reckless disregard of their
obligations and duties under the Agreement.

Shareholder Maintenance Agreement

The Board of Trustees authorized the Funds to contract with AAL Capital
Management Corporation for certain shareholder maintenance services, effective
April 1, 1995. These shareholder services include answering customer inquiries
regarding account status, explaining and assisting customers with the exercise
of their account options and facilitating shareholder telephone transaction
requests.

The annual fee payable to AAL Capital Management Corporation for providing such
services is based upon, and limited by, the difference between the current
account fees actually charged by Firstar Trust Company, as transfer and dividend
disbursing agent, and the normal full-service fee schedule published by Firstar
Trust Company, as well as reimbursement for certain actual out-of-pocket costs
including postage and telephone charges. This account differential, including
reimbursement for expenses, is at an annualized rate of $4.08 per account,
effective June 1, 1996. The Agreement will continue in effect from year to year,
as long as it is approved at least annually by the Funds' Board of Trustees or
by a vote of the outstanding voting securities of the Funds and in either case
by a majority of the Trustees who are not parties to the Agreement or interested
persons of any such party. The Agreement terminates automatically if assigned
and may be terminated without penalty by either party on 60-days' notice. The
Agreement provides that neither the Adviser nor its personnel shall be liable
for any error of judgment or mistake of law or for any loss arising out of any
act or omission in the execution and the discharge of its obligations under the
Agreement, except for willful misfeasance, bad faith or gross negligence in the
performance of their duties or by reason of reckless disregard of their
obligations and duties under the Agreement. These fees are not currently
assessed against the Fund but may be in the future.

Independent Accountants

The Trust's independent accountants, Price Waterhouse LLP, examine the Funds'
annual financial statements, assist in the preparation of certain reports to the
Securities and Exchange Commission and review the Trust's state and Funds'
federal tax returns.

Financial Statements

The financial statements, notes to financial statements and report of
independent accountants for the Funds included in the Annual Report to
Shareholders of the Trust, for the year ended April 30, 1997 are hereby
incorporated by reference.

<PAGE>

THE AAL MUTUAL FUNDS
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements: The AAL Mutual Funds ("Trust") has filed audited
financial statements for the Trust for the fiscal year ended April 30, 1997
(Class A and Class B shares) for the following series: The AAL Capital Growth,
Mid Cap Stock, Small Cap Stock, International, Equity Income, Bond, Municipal
Bond, High Yield Bond and Money Market Funds; and The AAL U.S. Government Zero
Coupon Target Funds, Series 2001 and 2006, contained in the Annual Reports for
April 30, 1997, which are incorporated by reference into this Post-Effective
Amendment to this Registration Statement. The AAL U. S. Government Zero Coupon
Target Funds, Series 2001 and 2006 and Class A and Class B shares for the AAL
Capital Growth, Mid Cap Stock, Small Cap Stock, International, Equity Income,
Balanced, Bond, Municipal Bond, High Yield Bond and Money Market Funds are
contained in a separate prospectuses. The Trust has closed The AAL U. S.
Government Zero Coupon Target Funds, Series 2001 and 2006, to new investors.

(b) Exhibits: Except as noted below, all required exhibits (including
Powers of Attorneys) have been previously filed and are incorporated by
reference from the Registrant's Registration Statement on Form N-1A (File No.
33-12911), as amended:

(11) Consent of Independent Accountants; and

(18) Amendment No. 1 to Plan Pursuant to Rule 18f-3.

Item 25. Persons Controlled by or under Common Control with Registrant

AAL Capital Management Corporation (the "Adviser" and "Distributor" for The AAL
Mutual Funds ("Trust")) was organized in 1986 as a Delaware corporation, all of
the shares of which are owned by AAL Holdings Inc., a wholly-owned subsidiary of
the Aid Association for Lutherans ("AAL"). AAL is a non-profit, non-stock
membership organization, licensed to do business as a fraternal benefit society
in all states. Under an Investment Advisory Agreement and a Distribution
Agreement with the Trust, and subject to the supervision of the Funds' Board of
Trustees, AAL Capital Management Corporation provides the investment advisory,
administrative, shareholder, distribution and other services for the Funds.

Item 26. Number of Holders of Securities

On October 1, 1997, the following indicates the number of record shareholders of
each series of the Registrant:

Class A Class B

The AAL Capital Growth Fund - 172,782 6,739
The AAL Mid Cap Stock Fund - 86,508 3,038
The AAL Small Cap Stock Fund - 18,787 3,193
The AAL International Fund - 28,499 2,419
The AAL Equity Income Fund - 18,735 401
The AAL Bond Fund - 28,474 180
The AAL Municipal Bond Fund - 17,191 196
The AAL High Yield Bond Fund - 4,800 878
The AAL Money Market Fund - 26,072 176
The AAL U.S. Government Zero Coupon Target Funds, Series 2001 - 218; and
The AAL U.S. Government Zero Coupon Target Funds, Series 2006 - 226.

Item 27. Indemnification

Under Section 12 of Article Seven of the Registrant's Declaration of Trust, the
Trust may not indemnify any trustee, officer or employee for expenses (e.g.,
attorney's fees, judgments, fines and settlement amounts) incurred in any
threatened, pending or completed action, if there has been an adjudication of
liability against such person based on a finding of willful misfeasance, bad
faith, gross negligence or reckless disregard of such person's duties of office
("disability conduct").

The Trust shall indemnify its trustees, officers or employees for such expenses
whether or not there is an adjudication of liability, if, pursuant to Investment
Company Act Release 11330, a determination is made that such person was not
liable by reason of disabling conduct by: (i) final decision of the court before
which the proceeding was brought; or (ii) in the absence of such a decision, a
reasonable determination, based on factual review, that the person was not
liable for reasons of such conduct is made by: (a) a majority vote of
disinterested, non-party Trustees; or (b) independent legal counsel in a written
opinion.

Advancement of expenses incurred in defending such actions may be made pursuant
to Release 11330, provided that the person undertakes to repay the advance
unless it is ultimately determined that such person is entitled to
indemnification and one or more of the following conditions is met: (1) the
person provides security for the undertaking; (2) the registrant is insured
against losses arising by reason of any lawful advances; or (3) a majority of
disinterested non-party Trustees or independent legal counsel in a written
opinion determines, based on review of readily available facts, that there is
reason to believe the person ultimately will be found entitled to
indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provision, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such trustees, officer
or controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Item 28. Business and other Connections of the Investment Adviser.

AAL Capital Management Corporation is the investment adviser ("Adviser") of the
Registrant. Societe Generale Asset Management Corp is the sub-adviser for The
AAL International Fund. For information as to the business, profession, vocation
or employment of a substantial nature of the Adviser, reference is made to Parts
A and B of this Registration Statement and to Form ADV filed under the
Investment Advisers Act of 1940 by the Adviser.

Item 29. Principal Underwriters

(a) None

(b)

Name and Principal Positions and Positions and Offices
Business Offices with with Registrant
Underwriter

Ronald G. Anderson Chairman of the Trustee and President
222 W. College Ave. Board of Directors
Appleton, WI 54919 and President

Robert G. Same Executive Vice President, Secretary and
222 W. College Ave. Chief Operating Officer, Vice President
Appleton, WI 54919 Secretary and Director

Terrance P. Gallagher Senior Vice President, Treasurer
222 W. College Ave. CFO, Treasurer
Appleton, WI 54919 and Director

Robert Roth Senior Vice None
222 W. College Ave. President and
Appleton, WI 54919 Director

James H. Abitz Director None
222 W. College Ave.
Appleton, WI 54919

Woody Eno Director None
222 W. College Ave.
Appleton, WI 54919

Jerome Laubenstein Director None
4321 N. Ballard Rd.
Appleton, WI 54919

Steven Weber Director None
4321 N. Ballard Rd.
Appleton, WI 54919

Roger Johnson Director None
4321 N. Ballard Rd
Appleton, WI 54919

Anthony De Angelis Vice President None
222 West College Ave.
Appleton, WI 54919

Kenneth E. Podell Assistant None
222 West College Ave. Secretary
Appleton, WI 54919

Paul Stadler Vice President None
222 West College Ave.
Appleton, WI 54919

Lori Richardson Vice President None
222 West College Ave.
Appleton, WI 54919

Jeffrey Verhagen Vice President None
222 West College Ave.
Appleton, WI 54919

Charles D. Gariboldi, Jr. Assistant Vice Assistant Treasurer
222 West College Ave. President
Appleton, WI 54919

Charles Friedman Assistant Vice None
222 West College Ave. President
Appleton, WI 5491 9

Joseph Wreschnig Assistant Vice President Assistant Secretary
222 West College Ave. and Assistant Secretary
Appleton, WI 54919

Wendy Schmidt Assistant Vice President None
222 West College Ave.
Appleton, WI 54919

Item 30. Location of Accounts and Records.

The accounts, books and other documents required to be maintained by Registrant
pursuant to Section 31(a) of The Investment Company Act of 1940 and the rules
promulgated thereunder are in the possession of the Registrant and Registrant's
Custodian as follows: all documents required to be maintained by Rule 31a-1(b)
will be maintained by Registrant, except that records required to be maintained
by paragraph (2)(iv) of Rule 31a-1(b) will be maintained by the Custodian.

Item 31. Management Services

Not applicable

Item 32. Undertakings

1. Registrant undertakes to file within four to six months following the
effective date of post effective amendment no. 25 to this registration
statement, 1933 Act File No. 33-12911, another post-effective amendment
to include in this registration statement financial statements for the
Funds' Institutional shares as of and for a time period reasonably
close to the date of said amendment. Such financial statements need not
be certified.

2. The Registrant undertakes that, at the request of the shareholders
holding 10% or more of the outstanding shares of the Registrant, the
Registrant will hold a special meeting for the purpose of considering
the removal of a trustee from office, and the Registrant will cooperate
with and assist shareholders of record who notify the Registrant that
they wish to communicate with the other shareholders for the purpose of
obtaining signatures to request such a meeting, all pursuant to and in
accordance with Section 16(c) of the Investment Company Act, as
amended.

3. Registrant undertakes to furnish a copy of the Registrant's latest
annual report to shareholders, upon request and without charge, to each
person to whom a prospectus is delivered.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Appleton and State of Wisconsin, on the 8th day
of October, 1997.

THE AAL MUTUAL FUNDS

/s/ Ronald G. Anderson
- ---------------------------------------------------
Ronald G. Anderson, President

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

/s/ Richard L. Gunderson* Trustee October 8, 1997
- ------------------------------------------
Richard L Gunderson

/s/ John H. Pender* Trustee October 8, 1997
- ------------------------------------------
John H. Pender

/s/ Richard L. Gady* Trustee October 8, 1997
- ------------------------------------------
Richard L. Gady

/s/ D. W. Russler* Trustee October 8, 1997
- ------------------------------------------
D.W. Russler

/s/ Lawrence M. Woods* Trustee October 8, 1997
- ------------------------------------------
Lawrence M. Woods

/s/ F. Gregory Campbell* Trustee October 8, 1997
- ------------------------------------------
F. Gregory Campbell

/s/ Terrance P. Gallagher Principal October 8, 1997
- ------------------------------------------ Financial and
Terrance P. Gallagher Accounting Officer

/s/ Ronald G. Anderson Trustee and October 8, 1997
- ------------------------------------------ President
Ronald G. Anderson, Trustee

*Pursuant to Powers of Attorney

<PAGE>

POWER OF ATTORNEY

NOW ALL MEN BY THESE PRESENTS that the person whose signature appears below
constitutes Ronald G. Anderson to act as lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to the Registration Statement
on Form N-1A of The AAL Mutual Funds, and to the file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

/s/ Richard L. Gunderson
- -------------------------------
Richard L. Gunderson,
as Trustee, but not
individually

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the person whose signature appears below
constitutes Ronald G. Anderson or Richard L. Gunderson, to act as lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to the Registration Statement on Form N-1A of The AAL Mutual Funds, and to the
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

/s/ John H. Pender
- -------------------------------
John H. Pender
as Trustee, but not
individually

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the person whose signature appears below
constitutes Ronald G. Anderson or Richard L. Gunderson to act as lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to the Registration Statement on Form N-1A of The AAL Mutual Funds, and to the
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

/s/ D.W. Russler
- -------------------------------
D.W. Russler,
as Trustee, but not
individually

<PAGE>

POWER OF ATTORNEY

/s/ F. Gregory Campbell
- -------------------------------
F. Gregory Campbell,
as Trustee, but not
individually

<PAGE>

POWER OF ATTORNEY

/s/ Richard L. Gady
- -------------------------------
Richard L. Gady,
as Trustee, but not
individually

<PAGE>
POWER OF ATTORNEY

/s/ Lawrence M. Woods
- -------------------------------
Lawrence M. Woods,
as Trustee, but not
individually

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the person whose signature appears below
constitutes Richard L. Gunderson to act as lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to the Registration Statement
on Form N-1A of The AAL Mutual Funds, and to the file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

/s/ Ronald G. Anderson
- -------------------------------
Ronald G. Anderson,
as Trustee, but not
individually

<PAGE>

Exhibit Index
Item 24 Page

24(b)(11) Consent of Independent Accountants

24(b)(18) Amendment No. 1 to Plan Pursuant to Rule 18f-3

Exhibit 24(b)(11)

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 25 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated May 22, 1997, relating to the financial
statements and financial highlights appearing in the April 30, 1997 Annual
Report to Shareholders of The AAL Capital Growth, Mid Cap Stock, Small Cap
Stock, International, Utilities, Bond, Municipal Bond, High Yield Bond and Money
Market Funds, which is also incorporated by reference into the Registration
Statement. We also consent to the references to us under the headings
"Custodian, Transfer Agent and Independent Accountants" in the Prospectus and
under the heading "General" in the Statement of Additional Information.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Milwaukee, Wisconsin
October 13, 1997

Exhibit 24(b)(18)

Amended and Restated
Plan Pursuant to Rule 18f-3 under the
Investment Company Act of 1940
December 29, 1997

Whereas, the Board of Trustees of The AAL Mutual Funds (the "Trust") have
considered the addition of Institutional shares to the multi-class plan
("Plan"), under which the Trust may offer multiple classes of shares pursuant to
Rule 18f-3 under the Investment Company Act of 1940, (the "40 Act") as adopted
by a vote of the Board of Trustees of the Trust, effective January 8, 1997; and

Whereas, a majority of Trustees of the Trust and a majority of the Trustees who
are not interested persons of the Trust have found the Plan, as amended, to be
in the best interest of the shareholders of each class of the Trust, as well as
the Trust itself;

Therefore, the Trust hereby approves and adopts the addition of Institutional
shares to the Plan as set forth below pursuant to Rule 18f-3 of the 40 Act .

The Plan

All current and future series ("Funds") of the Trust may, from time to time,
issue one or more of the following classes of shares:

Class A shares
Class B shares
Institutional shares

Each class is subject to such investment minimums and other conditions as set
forth in the Trust's prospectuses as from time to time is in effect. Differences
in expenses among classes, the conversion from one class to another class, and
exchange features are subject to the terms and conditions of this plan.

Initial Sales Charge

Class A shares of the Funds are offered at a public offering price that is equal
to their net asset value ("NAV") plus a sales charge of up to 4.00% of the
public offering price (with a lesser sales charge on certain series as described
in the prospectus). The maximum sales charges on Class A shares may be reduced
or waived as permitted under Rule 22d-1 of the 40 Act and described in the
prospectus. For example, sales charges may be reduced or eliminated for
investments at various levels (breakpoints) as well as for Lutheran
organizations, and employees of the adviser and sub-adviser. Class B Shares have
no initial sales charge and no sales charge is imposed when B Shares are
automatically converted to A Shares. Institutional shares have no initial sales
charge and are not convertible into Class A or Class B shares.

Contingent Deferred Sales Charge

A Contingent Deferred Sales Charge ("CDSC") is imposed on Class B Shares under
certain circumstances. The Trust imposes a CDSC if the investor redeems shares
that have been owned less than 5 years according to the following schedule:

Holding Period of: Percentage CDSC

1 Year or Less 5%
More than 1 Year but Less than 2 Years 4%
2 Years but Less than 3 Years 3%
3 Years but Less than 4 Years 2%
4 Years but Less than 5 Years 1%
5 Years or more Converted to A Shares

The amount of the CDSC is based upon the lesser of NAV at the time of redemption
or purchase and is gradually reduced over a period of up to 5 years. Consistent
with the requirements of Rule 6c-10 of the 40 Act, the CDSC will not be imposed
under certain circumstances as described in the prospectus. For example, the
CDSC will not be imposed on shares acquired by dividend or capital gain or upon
certain redemptions from retirement plans. In determining whether an amount is
available for redemption without a CDSC as well as computing the amount of the
CDSC, it is assumed that shares acquired by reinvesting dividends and capital
gains are redeemed first, then shares are redeemed in the order purchased, from
last to first.

Both Class A and Class B Shares are aggregated for purposes of Rights of
Accumulation and Letters of Intent as described in the prospectus for Class A
and Class B shares of the Funds.

No Sales Charge

Institutional shares of the Funds are offered at net asset value to investors or
organizations with a minimum initial investment in the Funds of $ 1 million.
Institutional shares are not subject to an initial sales charge or a CDSC.
Institutional shares are not convertible to Class A or Class B shares, but if an
institutional shares account balance falls below $25,000 due to a redemption or
exchange of shares, the Funds will charge a $20.00 annual account maintenance
fee, beginning on the date the balance falls below $25,000 and every year
thereafter in which the account remains below $25,000.

Separate Arrangements and Expense Allocations of Each Class

Class A, Class B and Institutional shares pay the expenses associated with their
different distribution and servicing arrangements. Each class may, at the
Trustees' discretion, also pay a different share of other expenses, not
including advisory or custodial fees or other expenses related to the management
of the Trust's assets, if these expenses are actually incurred in a different
amount by that class, or if the class receives services of a different kind or
to a different degree than the other class. All other expenses will be allocated
to each class on the basis of the net asset value of the particular Fund.
However, the Trust's Money Market Fund operates pursuant to Rule 2a-7 of the 40
Act and makes daily distributions of its net investment income. This Fund may
allocate such other expenses to each share regardless of class, or based on
relative net assets, (i.e.
settled shares), as permitted by Rule 18f-3 under the 40 Act.

Class A , Class B and Institutional shares pay fees for services rendered and
borne in connection with personal services rendered to shareholders of their
respective class and the maintenance of shareholder accounts. In addition, Class
A and Class B shares pay a service fee at an annual rate of .25% of net assets
computed on a daily basis and Class B Shares pay a separate Rule 12b-1
distribution fee at an annual rate of .75% of net assets computed on a daily
basis, as described in the prospectus. Institutional shares neither pay service
fees nor separate Rule 12b-1 distribution fees.

Conversion Features

Class B Shares of each Fund automatically convert to Class A shares of the same
Fund after they have been held for 5 years and thereafter are subject to the
lower fees charged to Class A Shares In this regard, if there are any material
changes in payments authorized under the Rule 12b-1 Plan applicable to Class A
Shares without the approval of the Class B shareholders, the Trust will
establish a new class of shares into which Class B Shares would convert, on the
same terms as those applied to Class A Shares before such increase.
Institutional shares do not convert to Class A or Class B shares.

Exchange Features

A shareholder may exchange Class A, Class B and Institutional shares of any Fund
for the same class of shares, with identical registration, at net asset value
(except for exchanges involving unprivileged Money Market Fund Class A Shares
for other Class A Shares).

If less than all of a Class B share investment is exchanged, any portion of the
investment attributable to dividends, capital gains and or capital appreciation
will be exchanged first and thereafter, any portions exchanged will be in the
order purchased, from first to last.

Dividends/Distributions

Each Fund pays out as dividends substantially all of its net investment income
(which comes from dividends and interest it receives from its investments) and
net realized short term capital gains. All dividends and distributions will be
paid in the form of additional shares of the series and class of shares that
generated the dividend or distribution if the shareholder has elected another
option. Dividends paid by each Fund with respect to each class are calculated in
the same manner and at the same time.

Voting Rights

Each share of a Fund entitles the shareholder of record to one vote. Each Fund
votes separately on matters relating solely to that Fund. Each class shall have
exclusive voting rights as on any matter that solely affects such class, and
shall have separate voting rights on any matter submitted to shareholders in
which class interests differ. All shareholders will have equal voting rights on
any matter that affects all shareholders equally. Because of the automatic
conversion, Class B Shareholders may be asked to vote separately to vote on any
material increase in payments under the Class 12b-1 plan.

The Plan is subject to amendment as permitted by the Trust's Articles and
Bylaws, as well as applicable law, and shall be construed to comply with Rule
18f-3 of the 40 Act.