AAL VARIABLE PRODUCT SERIES FUND INC
497, 1998-03-31
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                     AAL VARIABLE PRODUCT SERIES FUND, INC.

                                  March 1, 1998

AAL Variable Universal Life--Insuring and Investing for Your Future
    



        The AAL Variable  Product  Series Fund,  Inc.  (the Fund) is an open-end
diversified investment company,  commonly called a mutual fund. The Fund is made
up  of  seven  separate  Portfolios,  each  with  its  own  specific  investment
objective.  Shares  of the Fund  are sold  only to two  separate  accounts.  The
separate  accounts (the AAL Variable Annuity Account I and the AAL Variable Life
Account I) fund variable annuity and variable life insurance  certificates  (the
Certificates) offered by Aid Association for Lutherans (AAL). AAL also serves as
the Investment Adviser to the Fund. AAL will use its professional  experience to
help the Portfolios to meet their individual  objectives  however,  no assurance
can be made that these  objectives will be met. This Fund  Prospectus  describes
the following Portfolios:

        The AAL Variable Product Money Market Portfolio seeks to provide maximum
current  income to the extent  consistent  with liquidity and a stable net asset
value  of  $1.00  per  share  by  investing  in  a   diversified   portfolio  of
high-quality,  short-term  money market  instruments.  An  investment is neither
insured nor  guaranteed by the U.S.  government.  There can be no assurance that
the  Portfolio  will be able to  maintain a stable net asset  value of $1.00 per
share.

        The AAL Variable  Product  Bond  Portfolio  seeks to achieve  investment
results that approximate the total return of the Lehman Brothers  Aggregate Bond
Index by investing  primarily in bonds and other debt securities included in the
index.

        The AAL Variable Product Balanced  Portfolio seeks to achieve investment
results  that  reflect  investment  in common  stocks,  bonds  and money  market
instruments,  each of which  will be  selected  consistent  with the  investment
policies of the AAL Variable Product Large Company Stock, Bond, and Money Market
Portfolios, respectively.

        The AAL Variable  Product Large Company Stock Portfolio seeks to achieve
investment results that approximate the performance of the Standard & Poor's 500
Composite Stock Price Index by investing  primarily in common stocks included in
the index.

        The AAL Variable  Product Small Company Stock Portfolio seeks to achieve
investment  results that  approximate  the  performance of the Standard  &Poor's
SmallCap  600 Index by  investing  primarily  in common  stocks  included in the
index.

        The AAL Variable Product  International Stock Portfolio seeks to achieve
long-term  capital growth by investing  primarily in a diversified  portfolio of
foreign stocks.

        The AAL Variable Product High Yield Bond Portfolio seeks to achieve 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 Portfolio  actively seeks to achieve a secondary  objective of
capital growth to the extent it is consistent with the primary objective of high
current income.

   
     This Fund Prospectus  provides  information that buyers of the Certificates
ought to know before investing.  Read this Fund Prospectus  carefully along with
the accompanying Account Prospectus and keep them for future reference. The Fund
has filed a Statement of Additional Information,  dated March 1, 1998 , with the
Securities and Exchange Commission.  The information  contained in the Statement
of Additional Information is incorporated by reference into this Prospectus. You
may obtain a copy of the Statement of Additional  Information  and/or the Annual
Report without charge by writing the Fund at the AAL Variable  Products  Service
Center,  4321 North Ballard  Road,  Appleton,  Wisconsin,  54919-0001 or calling
800-225-5225 or 734-5721  locally.  The  Telecommunications  Device for the Deaf
(TDD) number is 800-735-9644.
    

NEITHER THE SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  COMMISSION  HAVE
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.



<PAGE>


        TABLE OF CONTENTS

Prospectus Summary
        Organization of the Fund
        The Fund and the Certificates
        Reading the Prospectus
        The Portfolios
Money Market Portfolio
Bond Portfolio
Balanced Portfolio
Large Company Stock Portfolio
Small Company Stock Portfolio
International Stock Portfolio
High Yield Bond Portfolio
Other Investment and Risk Factors Regarding the Portfolios
Investment Restrictions
Performance Information
Management of the Fund
Purchase and Redemption of Shares
Net Asset Value
Dividends, Distributions and Taxes
Additional Information
        Fund Organization and Description of Shares
        Voting Privileges
        Indemnity and Limitation of Liability of Directors and Officers
        Custodian, Transfer Agent and Independent Auditors
Shareholder Inquiries
Appendix: Security Ratings
        Ratings in General
        Corporate Bond Ratings
        Commercial Paper Ratings


<PAGE>


PROSPECTUS SUMMARY

Organization of the Fund

        The AAL Variable Product Series Fund, Inc. (the Fund) is registered with
the SEC as an  open-end  diversified  management  investment  company.  The Fund
currently  consists of seven  Portfolios,  each of which  represents  a separate
series of shares  of  beneficial  interest  in the  Fund.  The Fund  serves as a
funding vehicle for the AAL Variable Annuity  Certificates and AAL Variable Life
Insurance Certificates (the Certificates). We issue the Certificates through one
of two separate  accounts:  AAL Variable Annuity Account I and AAL Variable Life
Account I (the  Variable  Accounts).  The  rights of the  Variable  Accounts  as
shareholders of the Fund are  distinguished  from your rights as the Certificate
Owners;  however  certain  voting  privileges are passed down to you. See Voting
Privileges in this Fund Prospectus and the accompanying  Account  Prospectus for
more information concerning your rights as a Certificate Owner.

        We include the Fund's  financial  statements and performance  results in
the Statement of Additional  Information for the AAL Variable  Annuity.  You can
obtain  a  Statement  of  Additional  Information  free  of  charge  by  calling
800-225-5225 or completing the order form at the end of the Account  Prospectus.
We also give you  performance  information  in this  Prospectus for the Standard
&Poor's  500(R) Index,  the Standard  &Poor's  SmallCap 600 Index and the Lehman
Brothers  Aggregate  Bond  Index.  Certain  of the  Portfolios  seek to  achieve
investment  results that  approximate  the  performance  of these  indexes.  See
Performance Information for more information

The Fund and the Certificates

        The Fund is the investment  vehicle used by two separate  accounts:  the
AAL  Variable  Annuity  Account  I and  the  AAL  Variable  Life  Account  I. We
established both Variable Accounts under the laws of the State of Wisconsin.  We
also registered them as unit investment  trusts with the Securities and Exchange
Commission  (the SEC) under the  Investment  Company Act of 1940 (the 1940 Act).
Each  Variable  Account  meets the  definition  of a separate  account under the
Federal securities laws. The SEC does not supervise the management or investment
practices or policies of the Variable Accounts.

         The purpose of the Accounts is to fund either Annuity or Life Insurance
Certificates.  Each  Variable  Account is divided  into  Subaccounts.  A Premium
payment flows through the  Certificate  to either a Variable  Account or a Fixed
Account according to your instructions.  From the Variable Account, the premiums
flow to the Subaccounts in the amounts or percentages you allocate. In turn, the
Subaccounts invest in shares of one of the corresponding Portfolios of the Fund.
The Portfolios and their  investment  objectives are described below. We make no
assurance that the Portfolios will meet their  investment  objectives.  You bear
all the  investment  risk  for  the  performance  of the  Portfolios  and  their
corresponding Subaccount.  The share price will vary with the performance of the
Portfolios.

Reading the Prospectus

        References to "you" and "your" in this Fund  Prospectus  refer to you as
an indirect  owner of the Fund through your ownership of either the AAL Variable
Annuity or the AAL Variable  Life  Insurance  Certificates.  References to "we,"
"us," or "our" refer to Aid Association for Lutherans, also known as AAL. We are
the Adviser of the Fund,  the Transfer  Agent for the Fund shares and the issuer
of the Certificates.

The Portfolios

        In the  Prospectus,  we provide you with  information on: the investment
objectives,  policies and risks of investing in the Portfolios.  We also include
the description of the management of the Fund and other services provided to the
Fund. In addition to each separate Portfolio description,  we give more detailed
information on the risks of investing under Additional Investment Risks.



<TABLE>
   
<CAPTION>
<S>                             <C>                           <C>                            <C>
                                Primary                       Primary                        Primary
                                Objective                     Investments                    Risks

AAL Variable Product Money      Current Income                Money Market Instruments       Interest Rate and Credit
Market Portfolio
AAL Variable Product Bond       Current Income with Total     Investment Grade Bonds         Interest Rate and Credit
Portfolio                       Return approximating the
                                Lehman Brothers Index
AAL Variable Product Balanced   Income and Long-Term          Large Company Stocks and       Financial, Market, Interest
Portfolio                       Capital Growth                Investment Grade Bonds         Rate and Credit
AAL Variable Product Large      Long-Term Capital Growth      Large Company Stocks           Financial and Market
Company Stock Portfolio         with Total Return
                                approximating the S&P 500 (R)
                                Index
AAL Variable Product Small      Long-Term Capital Growth      Small Company Stocks           Financial and Market
Company Stock Portfolio         with Total Return
                                approximating the S&P
                                SmallCap 600 Index
AAL Variable Product            Long-Term Capital Growth      Foreign Stocks                 Financial, Market and
International Stock Portfolio                                                                Foreign Investment
AAL Variable Product High       High Level of Current         Below Investment Grade Bonds   Interest Rate, Credit and
Yield Bond Portfolio            Income and Capital Growth                                    Market
</TABLE>
    


THE AAL VARIABLE PRODUCT MONEY MARKET PORTFOLIO

Investment Objective

        The Money Market  Portfolio seeks to provide maximum current income,  to
the extent  consistent  with liquidity and a stable net asset value of $1.00 per
share, 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 Portfolio, such as:

1.   obligations  issued or guaranteed by the U.S.  government,  its agencies or
     instrumentalities,  or shares of money market mutual funds that limit their
     investments to the foregoing securities;

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. Issuing banks must have total assets at
     the time of purchase  in excess of $1  billion,  and must be members of the
     Federal Deposit Insurance Corporation;

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  Portfolio's  total  assets  in  Second  Tier
     commercial paper;

4.   corporate  obligations,  including variable rate master notes, which at the
     date of  investment  are rated in one of the two  highest  categories  by a
     nationally  recognized  statistical  rating  organization,  or, if unrated,
     issued  by a  corporation  with  outstanding  short-term  debt  that has an
     equivalent or better rating at the time of investment.

        We invest in  securities  maturing in 397 days or less and the Portfolio
maintains a dollar-weighted average portfolio maturity of not more than 90 days.
By limiting the maturity of the  Portfolio's  investment,  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 Portfolio.

        Do not consider the  Portfolio as a deposit or other  obligation  of any
bank,  credit union or any  affiliated  entity.  The Federal  Deposit  Insurance
Corporation  (FDIC) nor any other  government  agency  insures nor protects your
investment. You bear all of the investment risk including the loss of principal.

Investment Risks

Interest Rate Risk

        Changes in  interest  rate levels  affect the yield of the money  market
instruments in the Portfolio.

Credit Risk

        The  creditworthiness  of the issuers of certain  securities may decline
during the Portfolio's holding period.

Portfolio Manager

     Alan D.  Onstad,  CFA,  has managed the Money  Market  Portfolio  since its
inception on June 14, 1995. Mr. Onstad is Assistant Vice President of Securities
and has been employed by us since 1973.

Annual Advisory Fee

        We receive an investment  advisory fee as compensation  for its services
to the Fund.  The fee is a daily  charge equal to an annual rate of 0.35% of the
average daily net assets of each Portfolio up to  $250,000,000  and 0.30% of the
average daily net assets of each Portfolio in excess of that amount.

Financial Highlights

   
     The following Financial  Highlights table covers the Money Market Portfolio
for the periods shown.  This  information  was audited by Ernst & Young LLP, the
Fund's independent  auditors.  You should read the Financial Highlights together
with the Fund's audited financial statements and notes which,  together with the
auditor's report thereon, are included in the December 31, 1997 Annual Report of
the AAL Variable Product Series Fund, Inc. You can obtain the Annual Report free
of  charge.  While  this  performance  information  should  help you  evaluate a
Portfolio and its investment  objectives,  past  performance  does not guarantee
future results of the Portfolios.
    

<TABLE>
                                                                  Money Market
                                                              Portfolio Highlights
                                                --------------------------------------------------
                                                  Period Ended     Year Ended       Year Ended
                                                  December 31,    December 31,     December 31,
                                                    1995 (1)          1996             1997

<CAPTION>
<S>                                                 <C>               <C>              <C>  
Net asset value: beginning of period                $1.00             $1.00            $1.00
Income from Investment Operations:
  Net investment income                             0.03              0.05             0.05
  Net realized and unrealized gains (losses)
   on investments                                    -                -                -
       Total from Investment Operations             0.03              0.05             0.05
Less Distributions:
  From investment income                            (0.03)            (0.05)           (0.05)
  From realized gains                                -                -                -
       Total Distributions                          (0.03)            (0.05)           (0.05)
Net increase (decrease) in net asset value           -                -                -
Net asset value:  end of period                     $1.00             $1.00            $1.00
Total return  (a)                                   3.02%             5.23%            5.33%
Net assets, end of period (in thousands)            $7,045            $17,125          $25,460
Ratios and Supplemental Data:
Ratio of expenses to average net assets (b)         0.35%             0.35%            0.35%
Ratio of net investment income to average 
net assets (b) (c)                                  5.71%             5.10%            5.24%
Portfolio turnover rate                             N/A               N/A              N/A
Average commission rate paid (d)                    N/A               N/A              N/A
(1) From commencement of operations on June 14, 1995.
(a) Total return does not reflect  expenses  that 
apply at the Variable  Account level. Inclusion of 
these expenses would reduce the total return for 
the periods shown. 
(b) Calculated on an annualized basis.
(c) Without reimbursements the above ratios, on an 
annualized basis, would have been:
     Ratio of expenses to average net assets        1.40%             0.65%            0.46%
     Ratio of net investment income to average 
     net assets                                     4.66%             4.80%            5.13%
(d) Amount shown reflects the average brokerage 
commission paid on each share of stock traded by 
the Portfolio during the period presented.
</TABLE>


THE AAL VARIABLE PRODUCT BOND PORTFOLIO

Objective

        The Bond Portfolio seeks to achieve  investment results that approximate
the total return of the Lehman  Brothers  Aggregate  Bond Index (the Lehman Bond
Index) by investing primarily in bonds and other debt securities included in the
index.

        Lehman  Brothers  reserves  the right to make changes to the Lehman Bond
Index at any time, and eligible  investments for the Bond Portfolio will include
any additional asset classes included in the Lehman Bond Index.

Policies

   
        We  invest  only  in  a  representative   sample  of  fixed  income  and
mortgage-backed  securities  included in the Lehman Bond Index. We cannot invest
in all  of the issues  that  make  up  the  Lehman  Bond  Index  because  of the
prohibitive  cost to acquire  and  maintain  such a large  number of issues.  We
invest  80% or more of the  Bond  Portfolio's  assets  in  securities  that  are
included  in the  Lehman  Bond  Index.  Each  security  included  must  meet the
following criteria:
    

          - have a  maturity  of no less  than one year;
          - have at least  $100 million  par  amount  outstanding;
          - be rated as  investment-grade quality;
          - be fixed rate;
          - be dollar-denominated and nonconvertible; and
          - be publicly issued, no private placements.


        We divide  the Bond  Portfolio  into four  classes  of  investment grade
fixed-income securities. As of December 31, 1997, these four classes represented
the following proportions of the Portfolio's total market value:

                                Percent of Total
   
             U.S. Treasury & Government Agency         50.3%
             Corporate                                 20.1
             Mortgage-Backed                           28.6
             Asset-Backed                               1.0
    
                      Total                            100%


        We may  purchase  mortgage-backed  securities  issued by the  Government
National   Mortgage   Association   (GNMA),   the  Federal  Home  Loan  Mortgage
Corporation,  the Federal National Mortgage Association, and the Federal Housing
Authority.  GNMA  securities  are  guaranteed  by the U.S.  government as to the
timely   payment   of   principal   and   interest;    securities   from   other
government-sponsored entities are generally not secured by an explicit pledge of
the  U.S.  government.  We  may  also  invest  in  conventional  mortgage-backed
securities, which are packaged by private corporations and are not guaranteed by
the U.S.  government.  We will invest in the  securities of a particular  agency
only when the  Portfolio  Manager is satisfied  that the credit risk is minimal.
Mortgage-backed  securities  that  are  guaranteed  by the U.S.  government  are
guaranteed  only as to the timely payment of principal and interest.  The market
value of such securities is not guaranteed and may fluctuate.

        We make every  effort to ensure that the  Portfolio  will  remain  fully
invested.  Our ability to match the performance of the Lehman Bond Index will be
affected to some extent by the size and timing of cash flows into and out of the
Portfolio.  We will  manage the  Portfolio  to reduce  such  effects.  Portfolio
turnover is expected to be less than 50% per year.  Although the Portfolio  will
attempt to achieve a high  correlation  with the target  Lehman Bond  Index,  it
cannot  guarantee  that such results will be achieved.  Other  factors that will
affect the  Portfolio's  ability to approximate the target index return are: the
size of the bid-ask spread  associated with Portfolio  investments and Portfolio
management expenses incurred.  A portion of the assets,  normally expected to be
less than 5% of the Portfolio's assets, may at times be invested in money market
investments.  No securities,  other than futures contracts, will be purchased on
margin.

Investment Risks

Interest Rate Risk

        The  direction  of changes in  interest  rate levels  generally  have an
opposite directional affect on the value of the bonds in the Portfolio.

Credit Risk

   
     There is a risk that the  creditworthiness  of an issuer of securities held
by the Portfolio  could  deteriorate as a result of  developments  unique to the
issuer, or which affect the issuer's industry or the economy  generally.  Such a
deterioration  in  creditworthiness  indicates a higher risk of a default by the
issuer on interest and  principal  payments on its  securities,  and/or a higher
risk of bankruptcy.  These  increased  risks likely would cause the value of the
issuer's securities to decline, which would cause a corresponding decline in the
net asset value of the Portfolio.
    

Portfolio Manager

        R. Jerry Scheel has managed the Bond  Portfolio  since its  inception on
June 14, 1995.  Mr. Scheel is Second Vice  President of Securities  and has been
employed by us since 1972.

Annual Advisory Fee

        We receive an  investment  advisory fee as  compensation  for  providing
services to the Fund. The fee is a daily charge equal to an annual rate of 0.35%
of the average daily net assets of the Portfolio up to $250,000,000 and 0.30% of
the average daily net assets of the Portfolio in excess of that amount.

Financial Highlights

   
     The following Financial  Highlights table covers the Bond Portfolio for the
periods  shown.  This  information  was audited by Ernst & Young LLP, the Fund's
independent auditors. You should read the Financial Highlights together with the
Fund's audited financial statements and notes which, together with the auditor's
report  thereon,  are included in the December 31, 1997 Annual Report of the AAL
Variable  Product  Series Fund,  Inc.  You can obtain the Annual  Report free of
charge. While this performance  information should help you evaluate a Portfolio
and its  investment  objectives,  past  performance  does not  guarantee  future
results of the Portfolios.
    
<TABLE>
                                                                 Bond Portfolio Highlights
                                                    ---------------------------------------------------
                                                      Period Ended      Year Ended       Year Ended
                                                      December 31,     December 31,     December 31,
                                                        1995 (1)           1996             1997

<CAPTION>
<S>                                                     <C>                <C>              <C>  
Net asset value: beginning of period                    $10.00             $10.23           $9.90
Income from Investment Operations:
  Net investment income                                 0.34               0.63             0.64
  Net realized and unrealized gains (losses)
   on investments                                       0.23               (0.33)           0.25
       Total from Investment Operations                 0.57               0.30             0.89
Less Distributions:
  From investment income                                (0.34)             (0.63)           (0.64)
  From realized gains                                   -                  -                -
       Total Distributions                              (0.34)             (0.63)           (0.64)
Net increase (decrease) in net asset value              0.23               (0.33)           0.25
Net asset value:  end of period                         $10.23             $9.90            $10.15
Total return  (a)                                       5.80%              3.10%            9.37%
Net assets, end of period (in thousands)                $9,363             $17,666          $26,710
Ratios and Supplemental Data:
Ratio of expenses to average net assets (b)             0.35%              0.35%            0.35%
Ratio of net investment income to average net 
assets (b) (c)                                          6.54%              6.51%            6.55%
Portfolio turnover rate                                 6.51%              11.65%           18.41%
Average commission rate paid (d)                        N/A                N/A              N/A
(1) From commencement of operations on June 14, 1995.
(a) Total return does not reflect  expenses  that 
apply at the Variable  Account level. Inclusion of 
these expenses would reduce the total return for the 
periods shown. (b) Calculated on an annualized basis.
(c) Without  reimbursements the above ratios, on an 
annualized basis, would have been:
     Ratio of expenses to average net assets            1.25%              0.68%            0.52%
     Ratio of net investment income to average 
     net assets                                         5.64%              6.18%            6.38%
(d) Amount shown reflects the average brokerage commission 
paid on each share of stock traded by the Portfolio during 
the period presented.
</TABLE>

THE AAL VARIABLE PRODUCT BALANCED PORTFOLIO

Objective

        The Balanced  Portfolio seeks to achieve investment results that reflect
investment in common stocks,  bonds and money market instruments,  each of which
will be selected  consistent  with the investment  policies of the Large Company
Stock, Bond, and Money Market Portfolios, respectively.

Policies

        We invest in the following  three asset classes  within the ranges given
for the Portfolio:

                                                  minimum         maximum
                 - common stocks                     35%             75%
                 - debt securities                   25              50
                 - money market instruments           0              40


   
        We select  common  stocks  from the same pool of stocks that make up the
Large  Company  Stock   Portfolio.   The  weighting  of  those  stocks  will  be
proportionate to the weightings in the Large Company Stock  Portfolio.  For debt
securities, we will generally select securities from the same pool of securities
that make up the Bond  Portfolio.  At times,  however,  a debt  security  may be
selected  that is not in the Bond  Portfolio  but will be selected in accordance
with that  Portfolio's  objectives.  In similar  fashion,  we will select  money
market  instruments  in keeping with the Money Market  Portfolio,  however,  the
Balanced  Portfolio  will not always  hold the same  issues as the Money  Market
Portfolio.
    

        We periodically review and adjust the mix of investments among the three
security  classes.  In doing  this,  we strive  to take  advantage  of  changing
financial  markets  and  economic  conditions  that  could  result in  increased
returns. We strive to keep the annual turnover rate at below 50%. As of December
31, 1997, we weighted the investments in the classes as follows:

   
                                                 percent weighted
              - common stocks                         55%
              - debt securities                       35
              - money market instruments              10
                                                      ===
                      total                           100%
    

Investment Risks

Financial Risk

        There is the  possibility  that an  individual  company  may not perform
well, and as a result, the value of that company's security may decline.

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  Portfolio's  investments  may increase and decrease  more than the
stock  market in general,  as  measured by the S&P 500(R).  We do not employ any
temporary  or  defensive  measures  in  times  of  generally   declining  market
conditions. You could lose money investing in the Portfolio.

Interest Rate Risk

        The  direction  of changes in  interest  rate levels  generally  have an
opposite directional affect on the value of the bonds in the Portfolio.

Credit Risk

        The  creditworthiness  of the issuers of certain  securities may decline
during the Portfolio's holding period.

Portfolio Manager

     John A. Larson, CFA, has managed the Balanced Portfolio since its inception
on June 14, 1995.  Mr. Larson is Director of Securities and has been employed by
us since 1971.

Annual Advisory Fee

        We receive an  investment  advisory fee as  compensation  for  providing
services to the Fund. The fee is a daily charge equal to an annual rate of 0.35%
of the average daily net assets of the Portfolio up to $250,000,000 and 0.30% of
the average daily net assets of the Portfolio in excess of that amount.

Financial Highlights

   
     The following Financial  Highlights table covers the Balanced Portfolio for
the periods shown. This information was audited by Ernst & Young LLP, the Fund's
independent auditors. You should read the Financial Highlights together with the
Fund's audited financial statements and notes which, together with the auditor's
report  thereon,  are included in the December 31, 1997 Annual Report of the AAL
Variable  Product  Series Fund,  Inc.  You can obtain the Annual  Report free of
charge. While this performance  information should help you evaluate a Portfolio
and its  investment  objectives,  past  performance  does not  guarantee  future
results of the Portfolios.
    


<TABLE>
                                                     Balanced Portfolio Highlights
                                           ---------------------------------------------------
                                             Period Ended      Year Ended       Year Ended
                                             December 31,     December 31,     December 31,
                                               1995 (1)           1996             1997

<CAPTION>
<S>                                            <C>                <C>              <C>   
Net asset value: beginning of period           $10.00             $10.92           $11.96
Income from Investment Operations:
  Net investment income                        0.22               0.41             0.46
  Net realized and unrealized gains (losses)
   on investments                              0.92               1.05             2.09
       Total from Investment Operations        1.14               1.46             2.55
Less Distributions:
  From investment income                       (0.21)             (0.41)           (0.46)
  From realized gains                          (0.01)             (0.01)            -
       Total Distributions                     (0.22)             (0.42)           (0.46)
Net increase (decrease) in net asset value     0.92               1.04             2.09
Net asset value:  end of period                $10.92             $11.96           $14.05
Total return  (a)                              11.46%             13.65%           21.71%
Net assets, end of period (in thousands)       $28,759            $126,518         $306,501
Ratios and Supplemental Data:
Ratio of expenses to average net assets (b)    0.35%              0.35%            0.35%
Ratio of net investment income to average net 
assets (b) (c)                                 4.07%              3.89%            3.62%
Portfolio turnover rate                        2.29%              5.43%            6.86%
Average commission rate paid (d)               $0.0400            $0.0400          $0.0400
(1) From commencement of operations on June 14, 1995.
(a) Total return does not reflect  expenses  that 
apply at the Variable  Account level. Inclusion of 
these expenses would reduce the total return for the 
periods shown. 
(b) Calculated on an annualized basis.
(c) Without reimbursements the above ratios, 
on an annualized basis, would have been:
     Ratio of expenses to average net assets   1.15%              0.60%            0.43%
     Ratio of net investment income to 
     average net assets                        3.27%              3.65%            3.53%
(d) Amount shown reflects the average brokerage 
commission paid on each share of stock traded by 
the Portfolio during the period presented.
</TABLE>


THE  AAL VARIABLE PRODUCT LARGE COMPANY STOCK PORTFOLIO

Objective

        The Large Company Stock  Portfolio seeks to achieve  investment  results
that  approximate  the  performance of the Standard & Poor's 500 Composite Stock
Price  Index (the S&P 500(R)  Index) by  investing  primarily  in common  stocks
included in the index.

Policies

   
     We  select  stocks  with  the  help of  computer  models  instead  of using
traditional  analysis to emulate the S&P 500(R)  Index.  The Large Company Stock
Portfolio will strive to hold all of the stocks included in the S&P 500(R) Index
from time to time.  The  Portfolio  will hold each  stock in  proportion  to its
weighting in the S&P 500(R) Index.  When periodic changes are made to the Index,
we  will  attempt  to  make  similar  changes  to our  Portfolio  as  soon as is
practicable. We expect Portfolio turnover no more than 50% per year.
    

        To the extent possible, we try to remain fully invested.  Our ability to
match the performance of the S&P 500(R) Index will be affected to some extent by
the size and timing of cash flows into and out of the Portfolio.  We will try to
manage the Portfolio to reduce such effects.  Other factors that will affect the
Portfolio's  ability to  approximate  the target  index  return are:  commission
expenses, other transaction fees, the size of the bid-ask spread associated with
stocks that are traded in the over-the-counter  market, and Portfolio management
expenses  incurred.   We  may  also  invest  to  some  degree  in  money  market
instruments.  We do not expect them to exceed 3% of the Portfolio's  assets.  We
may  invest  up to 20% of the  Portfolio's  net  assets,  valued  at the time of
purchase,  in  securities  of foreign  issuers,  including  American  Depositary
Receipts (ADRs).  The Portfolio may also invest in Standard & Poor's  Depositary
Receipts  (SPDRs).  These are  interests  in a closed-end  fund which  generally
correspond to the price and yield performance of the S&P 500(R). In addition, we
may write (sell) covered call options in order to provide additional revenue and
to reduce the effect of price fluctuations in the Portfolio's securities. As the
writer of a covered call option,  we 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. No securities,  other than futures contracts, will be purchased
on margin.  Although  we will  attempt to  achieve a high  correlation  with the
target  S&P 500  Index,  we cannot  guarantee  that a high  correlation  will be
achieved.

Investment Risks

Financial Risk

        There is the  possibility  that an  individual  company  may not perform
well, and as a result, the value of that company's security may decline.

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  Portfolio'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 Portfolio. We do not employ any temporary or defensive measures
in times of  generally  declining  market  conditions.  As a result,  you have a
greater risk of losing your money invested in this Portfolio.

Portfolio Manager

     David J.  Schnarsky,  CFA, has managed the Large  Company  Stock  Portfolio
since its inception on June 14, 1995. Mr.  Schnarsky is Assistant Vice President
and has been employed by us since 1991.

Annual Advisory Fee

        We receive an  investment  advisory fee as  compensation  for  providing
services to the Fund. The fee is a daily charge equal to an annual rate of 0.35%
of the average daily net assets of the Portfolio up to $250,000,000 and 0.30% of
the average daily net assets of the Portfolio in excess of that amount.

Financial Highlights

   
     The following Financial Highlights table covers the Large Company Portfolio
for the periods shown.  This  information  was audited by Ernst & Young LLP, the
Fund's independent  auditors.  You should read the Financial Highlights together
with the Fund's audited financial statements and notes which,  together with the
auditor's report thereon, are included in the December 31, 1997 Annual Report of
the AAL Variable Product Series Fund, Inc. You can obtain the Annual Report free
of  charge.  While  this  performance  information  should  help you  evaluate a
Portfolio and its investment  objectives,  past  performance  does not guarantee
future results of the Portfolios.
    


<TABLE>
                                                                   Large Company
                                                            Stock Portfolio Highlights
                                                  --------------------------------------------------
                                                    Period Ended     Year Ended       Year Ended
                                                    December 31,    December 31,     December 31,
                                                      1995 (1)          1996             1997

<CAPTION>
<S>                                                   <C>               <C>              <C>   
Net asset value: beginning of period                  $10.00            $11.51           $13.83
Income from Investment Operations:
  Net investment income                               0.11              0.23             0.23
  Net realized and unrealized gains (losses)
   on investments                                     1.52              2.34             4.25
       Total from Investment Operations               1.63              2.57             4.48
Less Distributions:
  From investment income                              (0.11)            (0.23)           (0.23)
  From realized gains                                 (0.01)            (0.02)           (0.02)
       Total Distributions                            (0.12)            (0.25)           (0.25)
Net increase (decrease) in net asset value            1.51              2.32             4.23
Net asset value:  end of period                       $11.51            $13.83           $18.06
Total return  (a)                                     16.39%            22.47%           32.59%
Net assets, end of period (in thousands)              $23,138           $120,089         $318,475
Ratios and Supplemental Data:
Ratio of expenses to average net assets (b)           0.35%             0.35%            0.35%
Ratio of net investment income to average net 
assets (b) (c)                                        2.27%             1.97%            1.48%
Portfolio turnover rate                               0.47%             1.77%            1.00%
Average commission rate paid (d)                      $0.0400           $0.0400          $0.0400
(1) From commencement of operations on June 14, 1995.
(a) Total return does not reflect  expenses  that 
apply at the Variable  Account level. Inclusion of 
these expenses would reduce the total return for the 
periods shown. 
(b) Calculated on an annualized basis.
(c) Without reimbursements the above ratios, on an 
annualized basis, would have been:
     Ratio of expenses to average net assets          1.26%             0.63%            0.43%
     Ratio of net investment income to average 
     net assets                                       1.37%             1.69%            1.39%
(d) Amount shown reflects the average brokerage 
commission paid on each share of stock traded by the
Portfolio during the period presented.
</TABLE>


THE AAL VARIABLE PRODUCT SMALL COMPANY STOCK PORTFOLIO

Objective

        The Small Company Stock  Portfolio seeks to achieve  investment  results
that  approximate  the  performance  of the S&P  SmallCap 600 Index by investing
primarily in common stocks included in the index.

Policies

   
        We select  stocks  with the help of  computer  models  instead  of using
traditional  analysis to emulate the S&P SmallCap 600 Index.  The Small  Company
Stock  Portfolio  will  hold each  stock in  similar  proportions  as in the S&P
SmallCap 600 Index.  The Portfolio will try to hold as many of the 600 issues in
the index as is  practicable.  When periodic  changes are made to the Index,  we
will attempt to make similar changes to our Portfolio as soon as is practicable.
We expect Portfolio  turnover of no more than 50% per year, althogh the turnover
for 1998 may be greater  because of the  one-time  change in holdings to reflect
the S&P SmallCap 600 Index.
    

        To the extent possible, we try to remain fully invested.  Our ability to
match the  performance  of the S&P  SmallCap  600 Index will be affected to some
extent by the size and timing of cash flows  into and out of the  Portfolio.  We
try to manage the  Portfolio to reduce such  effects.  Other factors that affect
the Portfolio's  ability to approximate the target index return are:  commission
expenses, other transaction fees, the size of the bid-ask spread associated with
stocks that are traded in the over-the-counter  market, and Portfolio management
expenses  incurred.   We  may  also  invest  to  some  degree  in  money  market
instruments.  We do not expect them to exceed 3% of the Portfolio's  assets.  We
may  invest  up to 20% of the  Portfolio's  net  assets,  valued  at the time of
purchase,  in  securities  of foreign  issuers,  including  American  Depositary
Receipts (ADRs). In addition,  we may write (sell) covered call options in order
to provide  additional revenue and to reduce the effect of price fluctuations in
the  Portfolio's  securities.  As the writer of a covered  call  option,  we 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.  No  securities,  other than
futures contracts, will be purchased on margin. Although we attempt to achieve a
high  correlation  with the target S&P SmallCap 600 Index,  we cannot  guarantee
that a high correlation will be achieved.

Prior to  March 1,  1998,  the  Portfolio's  objective  was to  approximate  the
performance of Wilshire Small Cap Index.

Investment Risks

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:

         less  certain  growth  prospects  of  small  firms;  
         lower  degree  of liquidity in the markets for such stocks;  and 
         greater sensitivity of small companies to changing economic conditions.

As a result,  the value of the  Portfolio's  investments  tends to increase  and
decrease substantially more than the stock market in general, as measured by the
S&P 500(R).  We do not employ any  temporary or  defensive  measures in times of
generally  declining market conditions.  As a result, you have a greater risk of
losing your money invested in this Portfolio.

Portfolio Manager

        Brian J.  Flanagan,  CFA, has managed the Small Company Stock  Portfolio
since March 1, 1997. Mr. Flanagan is Investment Manager and has been employed by
us since  1994.  From 1992 to 1994 he was an  investment  assistant  with Valley
Trust Company,  Madison,  Wisconsin and an investment  analyst for  Northwestern
National Insurance Group, Brookfield, Wisconsin.

Annual Advisory Fee

        We receive an  investment  advisory fee as  compensation  for  providing
services to the Fund. The fee is a daily charge equal to an annual rate of 0.35%
of the average daily net assets of the Portfolio up to $250,000,000 and 0.30% of
the average daily net assets of the Portfolio in excess of that amount.

Financial Highlights

   
     The following Financial Highlights table covers the Small Company Portfolio
for the periods shown.  This  information  was audited by Ernst & Young LLP, the
Fund's independent  auditors.  You should read the Financial Highlights together
with the Fund's audited financial statements and notes which,  together with the
auditor's report thereon, are included in the December 31, 1997 Annual Report of
the AAL Variable Product Series Fund, Inc. You can obtain the Annual Report free
of  charge.  While  this  performance  information  should  help you  evaluate a
Portfolio and its investment  objectives,  past  performance  does not guarantee
future results of the Portfolios.
    


<TABLE>
                                                                   Small Company
                                                            Stock Portfolio Highlights
                                                 --------------------------------------------------
                                                   Period Ended      Year Ended      Year Ended
                                                   December 31,     December 31,    December 31,
                                                     1995 (1)           1996            1997

<CAPTION>
<S>                                                  <C>                <C>             <C>   
Net asset value: beginning of period                 $10.00             $10.99          $12.54
Income from Investment Operations:
  Net investment income                              0.08               0.12            0.11
  Net realized and unrealized gains (losses)
   on investments                                    0.99               1.86            3.05
       Total from Investment Operations              1.07               1.98            3.16
Less Distributions:
  From investment income                             (0.07)             (0.12)          (0.11)
  From realized gains                                (0.01)             (0.31)          (0.71)
       Total Distributions                           (0.08)             (0.43)          (0.82)
Net increase (decrease) in net asset value           0.99               1.55            2.34
Net asset value:  end of period                      $10.99             $12.54          $14.88
Total return  (a)                                    10.70%             18.19%          25.37%
Net assets, end of period (in thousands)             $15,666            $70,209         $152,928
Ratios and Supplemental Data:
Ratio of expenses to average net assets (b)          0.35%              0.35%           0.35%
Ratio of net investment income to average 
net assets (b) (c)                                   1.43%              1.14%           0.81%
Portfolio turnover rate                              2.85%              20.14%          29.65%
Average commission rate paid (d)                     $0.0400            $0.0400         $0.0400
(1) From commencement of operations on June 14, 1995.
(a) Total return does not reflect  expenses  that 
apply at the Variable  Account level. Inclusion of 
these expenses would reduce the total return for the 
periods shown. 
(b) Calculated on an annualized basis.
(c) Without reimbursements the above ratios, on an 
annualized basis, would have been:
     Ratio of expenses to average net assets         1.37%              0.75%           0.45%
     Ratio of net investment income to average 
     net assets                                      0.41%              0.74%           0.71%
(d) Amount shown reflects the average brokerage 
commission paid on each share of stock traded by 
the Portfolio during the period presented.
</TABLE>


THE AAL VARIABLE PRODUCT INTERNATIONAL STOCK PORTFOLIO

Investment Objectives

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

Investment Policies

         Under  ordinary  circumstances,  we  invest  in at  least  65%  of  the
Portfolio's  total assets in foreign  stocks,  and securities  convertible  into
foreign stocks of companies  domiciled in at least three different countries not
including  the United  States:  We invest in a variety of different  regions and
countries including but not limited to Argentina,  Australia,  Austria, Belgium,
Brazil, Canada, Chile, Denmark,  Finland,  France,  Germany,  Greece, Hong Kong,
India,  Indonesia,  Ireland,  Italy, Japan,  Luxembourg,  Malaysia,  Mexico, The
Netherlands, New Zealand, Norway, Peru, Philippines,  Portugal, Singapore, South
Africa,  South Korea, Spain,  Sweden,  Switzerland,  Taiwan,  Thailand,  and the
United Kingdom.

         Typically,  we consider a stock to be a "foreign stock" if it is issued
by a company that is domiciled in a particular country if it:

(1)  is organized under the laws of that country; or
(2) has at least 50% of the value of its assets located in that country;  or 
(3) derives at least 50% of its income from operations or sales in that country.

         For  stocks  that do not meet the above  domicile  criteria,  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  Portfolio's  total assets in:
additional  foreign  stocks;  U.S.  stocks;  structured  notes and/or  preferred
stocks;  and up to 20% of the Portfolio'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(R)  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  Portfolio's  assets  we may  invest,  in a
particular  rating  category.  We may also invest up to 100% of total  assets in
emerging countries.

Investment Risks

Foreign Investment Risk

        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 Portfolio's total assets in emerging growth countries,  which may
entail more risk than investing in mature countries.  The greater the percentage
of net assets the  Portfolio  invests in  emerging  countries,  the  greater the
investment risks.

        There are other specific  investment  risks to certain of the securities
that make up the International Stock Portfolio.  See Additional Investment Risks
for more information.

Sub-Adviser

   
     We hired Oechsle International Advisors, L.P. (Oechsle), a Delaware limited
partnership,   with  principal  offices  at  One  International  Place,  Boston,
Massachusetts,  02110, as the Sub-adviser to the Portfolio.  The general partner
of Oechsle is Oechsle Group,  L.P., and the managing  general partner of Oechsle
Group,  L.P.  is  Walter  Oechsle.  Oechsle  is  an  independently  owned  money
management  organization  primarily  focused on the management of  international
securities.  The  organization  is a  partnership,  formed and  registered as an
investment  adviser with the  Securities  and Exchange  Commission  in 1986 by a
group of  investment  professionals  who  previously  worked as a team at Putnam
International  Advisors.  The founding  partners of Oechsle have worked together
for an average of 15 years.  As of September  30, 1997,  Oechsle has managed $10
billion in assets.  Oechsle began serving as sub-adviser to the Portfolio at its
inception on March 1, 1998.
    

        Oechsle  makes the  day-to-day  investment  decisions  for the Portfolio
under our direction and control. Oechsle determines which securities to purchase
and sell,  arranges the purchases and sales, and gives other help in formulating
and implementing the investment program for the Portfolio.

Portfolio Manager

     Kathleen  Harris  and Sean  Roche  have  managed  the  Portfolio  since its
inception  on March 1, 1998.  Both Ms.  Harris and Mr.  Roche are  employees  of
Oechsle,  the  sub-adviser.  Ms. Harris has been a Portfolio  Manager at Oechsle
since January 1995.  Prior to this,  she was  portfolio  manager and  Investment
Director  for the State of  Wisconsin  Investment  Board and a Fund  Manager and
Equity Analyst for Northern Trust Company.  Mr. Roche has been a general partner
and portfolio manager with Oechsle since 1986.

Annual Advisory Fee

        We receive an  investment  advisory fee as  compensation  for  providing
services to the Fund.  The fee is a daily charge equal to an annual rate of .80%
of the average  daily net assets of the  Portfolio.  From this amount we pay the
Sub-adviser the following fee based on assets under management:

                 Total Assets                Annual Fee
          First $20 million                     .54%
          Next $30 million                      .45%
          Over $50 million                      .36%


THE AAL VARIABLE PRODUCT HIGH YIELD BOND PORTFOLIO

Investment Objective

        The High Yield Bond Portfolio  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 Portfolio  actively
seeks to achieve a  secondary  objective  of capital  growth to the extent it is
consistent with the primary objective of high current income.

Investment Policies

   
        Usually,  we invest at least 65% of the Portfolio's total assets in high
yield  bonds.  By  high  yield  bonds,  we  mean  debt  securities  rated  below
investment grade  by a nationally  recognized  statistical rating  organization,
such as a Ba rating or lower by Moody's Investors Services,  Inc. or BB or lower
by Standard & Poor's Ratings Group, or, if unrated,  of comparable quality as we
determine.  See the Appendix for information on credit  ratings.  We define high
yield bonds to include:
    

          - fixed;                 - floating rate interest debt  obligations;  
          - variable;              - deferred interest  debt  obligations;   
          - convertible   bonds;   - structured  debt obligations;  
          - zero coupon bonds;     - asset-backed debt  obligations;  and
          - pay-in-kind bonds;     - mortgage-backed debt obligations.

   
        We may invest the remaining 35% of the  Portfolio's  total assets in any
combination  of:  additional  high yield bonds;  common and  preferred  stocks;
investment grade bonds; and government  obligations.  We may invest up to 20% of
the Portfolio's net assets in bonds of foreign issuers.
    

        In evaluating the quality of a particular high yield bond for investment
in the Portfolio,  we do not rely exclusively on credit ratings.  In appropriate
circumstances, we perform our own credit analysis. We consider the issuer's:

          - financial  resources;       - debt  maturity  schedules;  
          - operating  history;         - borrowing  requirements;  and  
          - sensitivity to economic     - management's abilities.
            conditions and trends;        
          - relative values based on anticipated
            cash flow, interest and asset coverages 
            and earning 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  Portfolio  and may purchase and hold  securities  in
default.

Investment Risks

Interest Rate Risk

        The  direction  of changes in  interest  rate levels  generally  have an
opposite directional affect on the value of the bonds in the Portfolio.

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. In fact, some may already be in default.
    

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 in order 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 sales and liquidity, especially on the lesser traded
issues.
    

        There are other specific  investment  risks to certain of the securities
that make up the High Yield Bond Portfolio.  See Additional Investment Risks for
more information.

Sub-Adviser

        We have hired AAL  Capital  Management  Corporation  (AALCMC) to provide
portfolio  management  services for the High Yield Bond  Portfolio.  AALCMC is a
registered  investment adviser and is an affiliate of ours. In addition to being
the sub-adviser,  AALCMC is also the distributor of the AAL Variable Annuity and
AAL Variable Life  Insurance  Certificates.  Under our  Sub-Advisory  Agreement,
AALCMC determines which securities to purchase and sell,  arranges the purchases
and sales,  and gives other help in formulating and  implementing the investment
program for the Portfolio.

Portfolio Manager

        Dave Carroll,  CFA, has managed the High Yield Bond Portfolio  since the
Portfolio's inception on March 1, 1998. Currently,  Mr. Carroll is also managing
the AAL High  Yield Bond Fund,  which is one of The AAL Mutual  Funds.  Prior to
this,  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.

Annual Advisory Fee

        We receive an  investment  advisory fee as  compensation  for  providing
services to the Fund. The fee is a daily charge equal to an annual rate of 0.40%
of the average  daily net assets of the  Portfolio.  We pay the  sub-adviser  an
annual  fee of 0.25% of  average  daily  net  assets  from our  advisory  fee as
compensation for its services.

OTHER INVESTMENT AND RISK FACTORS REGARDING THE PORTFOLIOS

Temporary Defensive Purposes

   
        For the  International  Stock and High Yield Bond  Portfolios  we have a
temporary  defensive  position  policy  that allows us to invest up to 100% of a
Portfolio'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  International  Stock  Portfolio's total
assets  in U.S.  securities  or in  securities  primarily  traded in one or more
foreign countries, or up to 100% in debt securities.
    

Interest Rate Risk

        For the Bond, Balanced, High Yield Bond and Money Market Portfolios, you
can expect that interest rate changes will  significantly  impact upon the value
of your  Portfolio  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 as assets in a  portfolio  and vice
versa.  As a result,  interest rate  fluctuations  will affect a Portfolio's net
asset values but not the income received from its existing investments. 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 Portfolios  will vary over time, we cannot assure a specific
yield on a Portfolio'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 Portfolio

        Investing  in a  Portfolio  that owns bonds is not the same as buying an
individual  bond.  Both bonds and portfolios  owning bonds offer regular income.
While  individual  bonds  can  offer a fixed  amount  of  regular  income  until
maturity,  a 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 Portfolio owning bonds.

   
Investment grade and Medium grade Bond Investments

        We  may  purchase   investment grade   bonds  for  the  Bond,  Balanced,
International  and High  Yield  Bond  Portfolios.  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.  (Duff &
Phelps) and Standard & Poor's  Corporation  (Standard & Poor's) or Baa or better
by Moody's Investors Services,  Inc.  (Moody's).  Securities rated in the fourth
highest  category,  such as BBB by Duff & Phelps or  Standard & Poor's or Baa by
Moody's,  are considered  medium grade  bonds and are more sensitive to economic
changes and have speculative characteristics.  If a bond in a Portfolio has lost
its rating or has its rating reduced,  we do not have to sell the security,  but
we will  consider  the  lost or  reduced  rating  in  determining  whether  that
Portfolio should continue to hold the bond.
    

Mortgage-Backed Securities

        For the Bond, Balanced, and High Yield Bond Portfolios, 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 of it 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  (such as the Government  National  Mortgage  Association  (GNMA) that
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 Portfolio  reduce
our ability to maintain positions in high-yielding,  mortgage-backed  securities
and reinvest the principal at comparable yields for the Portfolio. If we buy any
mortgage-backed  securities for a Portfolio at a premium, the Portfolio receives
prepayments,  if any,  at par or stated  value,  which  lowers the return on the
Portfolio.  Finally,  the  risk of  prepayment  tends to  cause  the  value of a
Portfolio's investments in mortgage-backed  securities to increase less in times
of decreasing  interest  rates and decline more in times of increasing  interest
rates. On the other hand,  these  securities tend to have a higher yield than do
securities with no prepayment feature.

High Yield Bond Investments

        We may invest in high yield bonds for the  International  Stock and High
Yield Bond Portfolios.

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 Portfolios' portfolios, our judgment will play a
greater role in valuing the securities.

Portfolio Turnover

        We expect the High  Yield  Bond  Portfolio  to have  portfolio  turnover
greater than 100% and the other Portfolios to have a portfolio  turnover of less
than 100%.  We do not  calculate a portfolio  turnover rate for The Money Market
Portfolio  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 Portfolio and may realize more taxable
gains than in portfolios with less turnover,  which may result in an increase in
a Portfolio's  expenses and lower returns for  shareholders.  We may trade for a
Portfolio at a portfolio  turnover rate  significantly  exceeding  100%, 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 Performance Information.

Financial Futures Contracts and Options

   
        Except for the Money Market Portfolio, we may engage in options, futures
and options on futures  transactions for the Portfolios,  but only for bona fide
hedging  or other  permissible  risk  management  purposes.  Specifically,  each
Portfolio may enter into futures contracts provided that not more than 5% of its
assets are  required  as a futures  contract  margin  deposit;  in  addition,  a
Portfolio may enter into futures contracts and options  transactions only to the
extent that obligations  under such contracts or transactions  represent no more
than 33% of the  Portfolio's  assets.  We may use these  strategies  for several
reasons:  

          - to  maintain  cash  reserves  while  simulating  full  investment,  
          - to facilitate  trading,  
          - to  reduce  transaction  costs or 
          - to hedge  against  price movements.
    

          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  Portfolio'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  Portfolio  than it would have had if we
had not  attempted  the  hedging  transaction.  In the absence of the ability to
hedge,  however,  we might make other Portfolio decisions in anticipation of the
same market  movements with similar  investment  results,  but, most likely,  at
greater transaction costs.



When-Issued and Delayed Delivery Securities

        To  ensure  the  availability  of  suitable   securities,   we  may  buy
when-issued or delayed delivery  securities for the International  Stock,  Bond,
Balanced,  High Yield Bond and Money Market Portfolios.  Generally,  we will not
pay for when-issued  securities or start earning interest until we have received
the underlying securities for the Portfolios. We do not speculate in when-issued
securities for the  Portfolios.  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 Portfolio.

Illiquid and Restricted Securities

   
        Except for the Balanced  (money  market  instruments  portion) and Money
Market Portfolios, we may hold up to 15% of a Portfolio's net assets in illiquid
securities.  We may hold up to 10% of the Money Market Portfolio's net assets in
restricted  and 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
Portfolio,  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 Money
Market  Portfolio,  please  refer to the  Statement of  Additional  Information,
Privately Issued Securities:  The Money Market Portfolio. The Board of Directors
has established procedures for determining the liquidity of Portfolio 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 Portfolios, 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 Portfolio could
adversely  affect  their  marketability,  causing us to sell the  securities  at
unfavorable prices.

Variable Rate Demand Notes

        All of the Portfolios may purchase  variable rate securities.  The Money
Market Portfolio 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 International  Stock Portfolio 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

Foreign Securities

   
        The Portfolios  may invest in foreign  securities  domestically  through
American  Depository Receipts (ADRs) and securities of foreign issuers traded on
a U.S.  national  securities  exchange or the NASDAQ  National Market System The
International  Stock Portfolio may invest in foreign securities other than ADRs,
and may invest in ADRs without limit.  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,  Portfolios that invest in foreign  securities tend
to have higher  expenses,  particularly  funds that invest  primarily in foreign
securities.  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 Portfolio  that invests in foreign  securities  does not mean
that the  Portfolio  has higher  expenses  than others with  similar  investment
policies and percentages of assets invested in foreign securities.

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 from them). To manage this risk and facilitate the purchase and
sale of foreign  securities for a Portfolio,  we may engage in foreign  currency
transactions  involving:  

          -    the  purchase  and  sale of  forward  foreign  currency  exchange
               contracts  (agreements  to exchange one currency for another at a
               future date);

          -    options on foreign currencies;

          -    currency futures contracts; or

          -    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 Portfolio's total return. We
set forth further information on foreign securities and currency transactions in
the Statement of Additional Information.

Risks of Investing in Foreign Securities

Currency Risk

        Even though a Portfolio  may hold  securities  denominated  or traded in
foreign  securities,  we  measure  a  Portfolio's  performance  in terms of U.S.
dollars,  which may subject the  Portfolio  to foreign  currency  risk.  Foreign
currency  risk  is the  possibility  that  the  U.S.  dollar  value  of  foreign
securities  (and any income  generated  therefrom)  held by a  Portfolio  may be
affected  favorably or unfavorably by changes in foreign currency exchange rates
and exchange control regulations.  Therefore, the net asset value of a Portfolio
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 security. 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 Portfolios
do not value their portfolios. This means that a Portfolio's Net Asset Value can
change on days when you cannot access your account. We may incur extra costs for
a Portfolio  when involved in currency  hedging.  For example,  restrictions  on
converting a foreign  currency into U.S.  dollars may adversely affect the value
of a Portfolio.
    

Political, Economic and Market Risks

        The degree of political  and economic  stability  varies from country to
country.  If a country seizes money from foreigners or nationalizes an industry,
a Portfolio 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 Portfolio'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 or
incomplete.  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 those  policies  noted above with  respect to specific
investments, the Portfolios are subject to certain investment restrictions which
are set forth in the  Statement  of  Additional  Information  under the  caption
"Investment  Restrictions."  Among other restrictions,  a Portfolio may not: 

     (a)  invest  more than 25% of its total  assets in  securities  of  issuers
          whose  principal  business   activities  are  in  the  same  industry,
          excluding  securities  issued  or  guaranteed  by  the  United  States
          government or any of its agencies or instrumentalities; or

     (b)  invest more than 5% of its total assets in a single issuer or purchase
          more than 10% of the outstanding voting securities of a single issuer,
          except that up to 25% of the Portfolio's  total assets may be invested
          without regard to this limitation and except that this limitation does
          not apply to  securities  issued or  guaranteed  by the United  States
          government or its agencies or instrumentalities.

          The foregoing  investment  restrictions and the additional  investment
restrictions  set forth in the  Statement  of  Additional  Information,  and the
investment policies of any Portfolio with respect to specific  investments,  may
be  changed by the  Fund's  Board of  Directors  without  shareholder  approval.
However, each Portfolio's investment objective is fundamental, meaning it cannot
by changed unless the shareholders of the Portfolio approve the change.
    

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  Portfolio.  We show yields and
total returns based on  historical  performance  but these yields and returns do
not reflect charges or deductions  against the relevant  Variable Account or the
relevant Certificates.  We expect each indexed Portfolio to track its respective
index as closely as possible.  However,  a Portfolio has operating expenses that
an index does not, so a Portfolio  will not be able to match the  performance of
its index exactly. Historical performance does not indicate future performance.

        Expense and  performance  information for the Portfolios may be compared
in advertising,  sales  literature,  and other  communications  to that of other
variable products tracked by Lipper Analytical Services, Inc. (Lipper), Variable
Annuity Research Data Service (VARDS), Morningstar, Inc. (Morningstar),and other
services. In addition,  the performance of the Portfolios is compared to the S&P
500 Index,  the S&P SmallCap 600 Index, the Wilshire Small Cap Index, the Lehman
Bond  Index,  the Dow Jones  Industrial  Average,  and other  widely  recognized
indexes.  Unmanaged indexes assume the reinvestment of dividends, if any, but do
not reflect any deduction for fund expenses.  We periodically report performance
ratings in  financial  publications  such as Forbes,  Barron's,  Fortune,  Money
Magazine,  Business Week,  Financial Planning,  The New York Times, and The Wall
Street Journal.

        Keep in mind, yield and total return quotations  reflect the performance
of a  hypothetical  investment  during a  specified  period.  They are  based on
historical  performance  and  do not in any  way  indicate  future  performance.
Quotations  of a  Portfolio's  yield and total return do not reflect  charges or
deductions against the Certificates or the Variable Account.  Since you can only
purchase  shares of the Portfolios  through a Variable  Annuity or Variable Life
Insurance  Certificate,  you should carefully review the Account  Prospectus for
information  on additional  charges and expenses.  Excluding  these charges from
quotations of the  Portfolio's  performances  has the effect of increasing  the
performance  quoted.  You should keep in mind the effect of these  charges  when
comparing the Portfolios'  performances  to those of other mutual funds.  Please
review carefully the yield and total return figures for the relevant Subaccounts
which accompany the yields and total returns quoted for the Portfolios.

Yields and Total Returns

        The yield of a Portfolio refers to the income generated by an investment
in the Portfolio  over a specified  thirty-day  period  (seven-day for the Money
Market  Portfolio)  expressed as a percentage rate of return for that period. We
calculate  the yield by  dividing  the net  investment  income per share for the
period  by the price per  share on the last day of that  period.  This  yield is
annualized  and shown as a percentage.  This means that the income is assumed to
be earned for each  30-day  period  for twelve  periods  and is  expressed  as a
percentage  of the  investments.  The  effective  yield  for  the  Money  Market
Portfolio is calculated  similarly,  but for a seven-day  period.  The effective
yield  will  be  slightly  higher  than  the  yield  quotation  because  of  the
compounding effect of the assumed weekly reinvestment.

        The total return of a Portfolio refers to the percentage change in value
of an investment in the Portfolio.  For this  calculation,  we assume all income
and capital gains  distributions are reinvested and a proportional share of Fund
expenses  is deducted  during a specified  period of time.  We  calculate  total
returns  for one-,  five-,  ten-year  periods or for the life of the  Portfolio.
Average  annual  total  return is the  constant  rate of return over a specified
period that is compounded annually.

        Whenever we advertise  performance,  we include  standardized  yield and
total return  information  calculated in accordance with methods  established by
the SEC.  We may also  include  other  total  return  calculations  (known  as a
nonstandardized  calculation)  such as  cumulative  rates of return  or  returns
calculated  for  periods  other  than  those  prescribed  by the  SEC.  For more
information about the Portfolios'  performance,  see the Statement of Additional
Information and the Fund's annual report.

Index Information

        From time to time, we may compare the performance of the Portfolios with
that of their  benchmark  index.  Four  Portfolios  are considered to be indexed
Portfolios:  Bond, Balanced, Large Company Stock, and Small Company Stock. These
Portfolios are passively managed; securities that comprise the Portfolio are the
same  securities  in  their  respective  index  or a  representative  sample  of
securities of their index.  The other Portfolios  (Money Market,  International,
and High Yield Bond) are actively  managed;  the Portfolio  Manager uses his own
discretion to determine  whether to include a security in the Portfolio.  We may
compare some of these actively managed  Portfolios to benchmark  indexes to give
you a perspective on the Portfolios' performance.

   
     The table below  presents a comparison of average  annual total returns for
certain of the Fund's  Portfolios,  as compared with their respective  benchmark
indexes  for the period  shown.  The total  return  information  for each of the
Portfolios  reflects  the  reinvestment  of  all  dividends  and  capital  gains
distributions,  and the deduction of the Portfolio's  operating  expenses net of
expense  reimbursements  by us. Without these  reimbursements,  the total return
figures  for each of the  Portfolios  would  have been  lower.  It is  presently
anticipated  that we will  continue  making  reimbursements  at the present rate
through the current fiscal year.
    

<TABLE>
                          Average Annual Total Returns
                       For Periods Ended December 31, 1997
<CAPTION>
<S>                            <C>           <C>           <C>                <C>                    <C>                     
                               1 Year        5 Years       10 Years      Best Year for Index      Worst Year for Index
   
Bond++                          9.37%         n/a           n/a
Lehman Bond Index*              9.65         7.48%         9.18%              32.62%                 (2.92)%

Large Company Stock++          32.59         n/a           n/a
S&P 500 Index**                33.36         20.26         18.02              53.99                  (10.80)

Small Company Stock++          25.37         n/a           n/a
S&P SmallCap 600 Index***      25.58         n/a           n/a                29.96                  (4.77)
Wilshire Small Cap             26.83         17.09         n/a                26.83                  (3.13)
Index+
- -----------------------------------
*Lehman Bond Index began 12/31/75.

**S&P 500 Index began 3/4/57.

***S&P SmallCap 600 Index began 10/31/94.

+Wilshire Small Cap Index began 9/28/92.

++Total  return does not reflect the expenses  that apply at the  Variable  Life
Account level. Inclusion of these expenses would reduce the total return for the
period shown.
</TABLE>
    


        It is  important  for  you to  note  the  extraordinary  performance  of
equities in recent  years and put these  short-term  returns into the context of
historical norms. Along with sharp up-swings,  we can expect some down-swings in
the  short-term.  But over the  long-term,  history  causes  us to  expect  more
conservative and stable growth.

Lehman Bond Index

        The Lehman  Brothers  Aggregate  Bond Index (Lehman Bond Index)  invests
primarily in bonds and other debt  securities.  This index is a broad-based bond
index that  encompasses  four major  classes of  investment-grade  fixed  income
securities  in the United  States:  U.S.  Treasury  and U.S.  government  agency
securities,   corporate  debt   obligations,   mortgage-backed   securities  and
asset-backed securities. As of December 31, 1997, these four classes represented
the following proportions of the index's total market value:

   
[SHOW AS PIE CHART]
    

                                Lehman Bond Index
                                December 31, 1997

                                                 Percent of Total
   
             U.S. Treasury & Government Agency         49.5%
             Corporate                                 19.3
             Mortgage-Backed                           30.2
             Asset-Backed                              1.0
    
                      Total                            100%
   
The  effective  average  weighted  maturity  of the  index  was 8.7  years as of
December 31, 1997.
    

Lehman  Brothers can change asset classes and the weightings in the index at any
time.

   
S&P 500(R) and S&P SmallCap 600 Indexes
    

        Standard & Poor's  Corporation  (R)  (Standard & Poor's or S&P) compiles
several  broad-based  indexes used as  benchmarks  for tracking  certain  market
sectors.  The most widely  known is the S&P 500(R)  Composite  Stock Price Index
(S&P 500(R) Index). The S&P 500(R) index is a market-value weighted index of 500
common  stocks  representing  more  than 70% of the  total  market  value of all
publicly traded common stocks.  The weightings make each company's  influence on
the index performance directly proportional to that company's market value. This
characteristic  has made the S&P 500(R) Index the investment  industry  standard
for measuring the  performance of portfolios  comprised of  large-capitalization
stocks.  The  companies  whose  stocks are included in this index tend to be the
leading companies in leading industries within the U.S. economy.

        This  index is a  standard  used to measure  the  performance  of larger
capitalization  stocks.  The index is  constructed  by Standard & Poor's,  which
chooses stocks on the basis of market values and industry diversification.  Most
of the largest 500 companies  listed on U.S. stock exchanges are included in the
index.  Additional  stocks that are not among the 500 largest stocks,  by market
value, are included in the S&P 500 Index for diversification purposes. The index
is capitalization weighted--that is, stocks with a larger capitalization (shares
outstanding times current price) have a greater weight in the index

        Another index from Standard & Poor's(R) we use as a benchmark is the S&P
SmallCap 600 Index. The S&P SmallCap 600 Index is a benchmark index for tracking
small-capitalization  stocks ranging in value from  approximately $29 million to
$2.9 billion.  While this index is relatively new, the industry recognizes it as
a good benchmark for tracking  small-cap stocks. The 600 stocks that make up the
index are listed on either  the New York  Stock  Exchange,  the  American  Stock
Exchange or the NASDAQ quotation  system.  In addition,  the stocks that make up
the index are liquid,  meaning they are easily traded. These  characteristics of
the S&P SmallCap 600 Index make it relatively easy to emulate.  The easier it is
to track an index,  the more likely that a Portfolio  is to tracking  the index'
performance.  As of March 1, 1998, we began investing in the stocks that make up
the S&P  SmallCap  600 Index and use the index for  comparison  purposes for our
Small Company Stock Portfolio.

   
     Both the 500 and the 600  indexes  are  comprised  of U.S.  equity  stocks.
S&P(R)  periodically  makes  additions  and  deletions  of stock to its indexes.
Selection of a stock for  inclusion in either  S&P(R) index in no way implies an
opinion  by  S&P(R)  as to  its  attractiveness  as an  investment.  Standard  &
Poor's(R)  only  relationship  to the Fund is the  licensing  of the  Standard &
Poor's(R)  marks,  the S&P 500(R) Index,  and the S&P SmallCap 600 Index.  These
indexes are determined,  composed and calculated by Standard & Poor's(R) without
regard  to  any  particular  Portfolio  of the  Fund.  "Standard  &  Poor's(R),"
"S&P(R),"  "Standard  & Poor's  500," "S&P  500(R),"  "500,"  "Standard  &Poor's
SmallCap  600  Index,"  and "S&P  SmallCap  600  Index"  are  trademarks  of The
McGraw-Hill Companies,  Inc. and have been licensed for use by AAL and the Fund.
The Fund and the Certificates are not sponsored,  endorsed,  sold or promoted by
Standard & Poor's(R). Standard & Poor's(R) makes no representation regarding the
advisability  of  investing  in  the  Fund.  See  the  Statement  of  Additional
Information for additional  disclaimers and limitations of liabilities on behalf
of S&P.
    

Wilshire Small Cap Index

        This index is also known as the Wilshire 250. The index is a creation of
Wilshire  Associates  Incorporated,  the Pacific Stock  Exchange and the Chicago
Board of  Trade.  The index is  comprised  of 250  small-capitalization  stocks.
Component  stocks  are U.S.  equity  stocks  selected  according  to  liquidity,
industry   sector   and   market   capitalization   parameters.   The  index  is
custom-designed    to   represent    the    performance    attributes   of   the
small-capitalization segment of the U.S. equity markets.

   
        Before March 1, 1998, the objective of the Small Company Stock Portfolio
was to seek  investment  results that  approximate  the  Wilshire  250. Due to a
change in investment  objective,  the Small Company Stock Portfolio now seeks to
approximate the investment results of the S&P SmallCap 600.
    

MANAGEMENT OF THE FUND

        Fund  officers and officers of AAL are  responsible  for the  day-to-day
operations of the Fund. The Fund's Board of Directors decides matters of general
policy and reviews the activities of the Fund's Adviser and the Fund's officers.

The Adviser

   
        Aid  Association for Lutherans (AAL) is the Adviser to the Fund. AAL has
extensive investment management  experience.  Currently,  AAL manages almost $18
billion in assets for its  insurance  portfolios in addition to the $831 million
of assets for the Fund. AAL's principal  business is selling insurance and other
financial products to its members including:  life, disability income, long-term
care and Medicare supplement insurance and annuities to its members. Through its
affiliates, AAL Capital Management offers mutual funds and the AAL Member Credit
Union offers  credit union  services.  Membership is open to Lutherans and their
families.

        AAL was  organized on November 24, 1902 as a fraternal  benefit  society
under Internal Revenue Code section 501(c)(8) and incorporated under the laws of
the state of Wisconsin as a non-stock,  non-profit  corporation.  As of December
31, 1997, AAL has  approximately  1.7 million members and is the world's largest
fraternal benefit society in terms of statutory assets (almost $18 billion). The
principal address of the Adviser is 4321 North Ballard Road, Appleton, Wisconsin
54919-0001.
    

        AAL has entered into an  Investment  Advisory  Agreement  with the Fund.
According to the agreement,  AAL manages the investment and  reinvestment of the
Fund's assets and supervises the Fund's daily  business  affairs  subject to the
supervision  of the Fund's  Board of  Directors.  AAL provides the Fund with the
personnel  and  facilities  necessary  to manage the Fund.  AAL  formulates  and
implements a continuous  investment  program for the Portfolios  consistent with
each Portfolio's investment objectives, policies and restrictions.

        Generally,  AAL will  reimburse  the Fund for  substantially  all of its
operating expenses other than investment advisory fees,  brokerage  commissions,
and  any  extraordinary   items  such  as  litigation  expenses  or  income  tax
liabilities.  Notwithstanding the reimbursement, each Portfolio will bear all of
its operating  expenses  that are not  specifically  assumed by AAL,  including:
interest and taxes; brokerage commissions;  insurance premiums; compensation and
expenses for those Directors who are not affiliated with AAL;  independent legal
and audit  expenses;  fees and  expenses  of the Fund's  custodian,  shareholder
servicing or transfer agent and accounting services agent;  expenses incident to
the issuance of its shares,  including stock certificates and issuance of shares
on the payment of, or reinvestment of dividends;  fees and expenses  incident to
the  registration  under  Federal  or state  securities  laws of the Fund or its
shares;  Fund or  Portfolio  organizational  expenses;  expenses  of  preparing,
printing and mailing Fund reports,  notices,  proxy material and prospectuses to
shareholders of the Fund; all other expenses  incidental to holding  meetings of
the Fund's  shareholders;  dues of, or assessments of, or contributions  to, the
Investment  Company  Institute or any successor or other  industry  association;
such non-recurring  expenses as may arise,  including  litigation  affecting the
Fund and the legal obligations which the Fund may have to indemnify its officers
and Directors with respect  thereto;  and cost of daily valuation of each of the
Portfolio's  securities  and net asset value per share.  AAL may  withdraw  this
undertaking  on 30 days' written notice to the Fund. AAL has informed the Fund's
Board of Directors that it currently intends to bear all of the Fund's operating
expenses,  other  than  those  specified  immediately  above,  through  at least
December 31, 1998.

        AAL has also  engaged  two  sub-advisers,  each  with  its own  distinct
contract with AAL. AAL Capital Management Corporation (a wholly-owned subsidiary
of AAL) has agreed to act as sub-adviser for the High Yield Bond Portfolio.  AAL
Capital  Management  Corporation  also  sells,  distributes  and advises the AAL
Mutual Funds. The principal  offices for AAL Capital  Management  Corporation is
222 West College Avenue, Appleton, Wisconsin,  54919-0007. Oechsle has agreed to
act as sub-adviser for the International Stock Portfolio.  The principal offices
for Oechsle is One International Place, Boston, Massachusetts, 02210. Oechsle is
a Delaware limited partnership. The general partner of Oechsle is Oechsle Group,
L.P., and the managing general partner of Oechsle Group, L.P. is Walter Oechsle.
According to the terms of the agreements with each of the sub-advisers, they are
subject  to our  direction  and that of the Board of  Directors.  However,  each
sub-adviser  determines the securities to be purchased or sold. The sub-advisers
may assist AAL in formulating and  implementing  the investment  program for its
respective  Portfolio.  Both sub-advisers are registered as investment  advisers
with the Securities and Exchange Commission.

The Administrator

        We  have  entered  into  an  agreement   with  AAL  Capital   Management
Corporation  (AAL CMC) to  perform  certain  administrative  services  including
portfolio accounting,  expense accrual,  valuation and financial reporting,  and
tax accounting services for each Portfolio.  We pay AAL CMC a specified rate not
to exceed the rates charged by unaffiliated vendors for comparable services.  In
addition,  we  reimburse  certain  expenses  as may be  approved  annually  by a
majority of the Fund's Board of Directors.  The Fund does not directly reimburse
us for the cost of services provided by AAL CMC.

        Our  agreement  with AAL CMC will continue year to year as long as it is
specifically approved at least annually by the Fund's Board of Directors or by a
vote of a majority of the outstanding voting securities,  and, in either case, a
majority of the Fund's disinterested Directors.

   
Third Party Administrator
    

        We have entered into a Service  Agreement  with The  Continuum  Company,
Inc.  (Continuum),  pursuant to which Continuum will provide certain services in
connection with the Variable Accounts including, among other things, application
and premium  processing.  Continuum has the necessary equipment and personnel to
provide and support remote terminal access to our annuity  processing system for
the  establishment and maintenance of annuity records,  processing  information,
and the  generation of output with respect to the records and  information.  Our
contract with Continuum  expires March 6, 1998.  After that time, we will assume
these responsibilities.

Portfolio Transactions

        We direct  the  placement  of orders  for the  purchase  and sale of the
Fund's securities.  In directing orders, we will consider a number of factors to
attain what we believe is the best  combination  of price and  execution for the
Portfolios  including  when we  believe  that more than one  broker or dealer is
capable  of  providing  the  best  combination  of  price  and  execution  in  a
transaction.  Normally we will select a broker or dealer who furnishes brokerage
and research services.

        In addition to the Fund,  we make  investment  decisions for our general
account  and other  clients.  If these  entities  desire to buy or sell the same
securities at about the same time,  combined purchases and sales may be made and
allocated  at the  average net unit price for the  securities  and, as nearly as
practicable,  on a pro-rata  basis in  proportion  to the amounts  desired to be
purchased or sold by each entity.  It is possible that this procedure could have
a  detrimental  effect on the price or volume of the security to be purchased or
sold.  However,  as far as a  Portfolio  is  concerned,  we  believe  that  this
procedure would generally  contribute to better overall  execution of the Fund's
Portfolio transactions,  including the realization of lower commission rates and
advantageous  prices.  For example,  coordination  with  transactions  for other
clients and the ability to participate in volume  transactions could benefit the
Fund. Where combined  purchases and sales are not made, volume  transactions and
any resulting benefit, of course, would not be available.  We do not expect that
the  opportunity  to make such  combined  purchases  and sales will arise in the
ordinary course of its business.

PURCHASE AND REDEMPTION OF SHARES

   
        Shares of the Fund are  currently  offered only to AAL Variable  Annuity
Account I and AAL Variable  Life Account I to fund  benefits  payable  under the
Certificates. You may not purchase or redeem shares of the Fund directly. If you
wish to make a purchase or redemption,  please refer to the  applicable  Account
Prospectus.  We may at some later date,  also offer  shares of the Fund to other
separate accounts of AAL or a subsidiary or affiliated company of AAL. Shares of
the Fund were sold directly to AAL in connection with the initial capitalization
of the Portfolios.

     Shares of all Portfolios are continuously offered and redeemed by the Fund,
without  sales  charge,  at prices equal to the  respective  per share net asset
value (NAV) of each Portfolio.  The Variable Accounts purchase and redeem shares
of each  Portfolio  at the NAV next  determined  after  the Fund  receives  such
request. The Variable Account forwards share purchase and redemption requests to
the Fund when the  accumulation  unit value is next determined  after you submit
your purchase or redemption request to your Subaccount.
    

        Orders to purchase or redeem Fund shares  which are not based on actions
by Certificate  Owners,  Annuitants or  Beneficiaries  or routine  deductions of
charges by AAL will be effected at the  Portfolio's  NAV per share next computed
after the order is placed.

        We are  required  to pay the  proceeds  for  redemption  of all full and
fractional  shares of the Fund within  seven days after the date as of which the
redemption is priced.  There are specific events which may require us to suspend
the right to redeem shares or to receive  payment with respect to any redemption
including:  any period  during which  trading on the New York Stock  Exchange is
restricted as determined by the  Securities and Exchange  Commission;  when such
exchange is closed  (other than  customary  weekend and holiday  closings);  any
period  during  which an  emergency  exists as  defined  by the  Securities  and
Exchange Commission as a result of which disposal of a Portfolio's securities or
determination of the Portfolio's NAV is not reasonably practicable; and for such
other periods as the Securities and Exchange  Commission may by order permit for
the protection of shareholders of any Portfolio.

NET ASSET VALUE

   
        Once each day that we are open for  business,  we determine  the NAV per
share of any  Portfolio  at the close of  regular  trading on the New York Stock
Exchange,  currently 4:00 p.m. We do not determine the NAV on holidays  observed
by the Exchange.  The Exchange is regularly  closed on Saturdays and Sundays and
on New Year's Day,  Martin  Luther King 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. In
addition,  during 1998, AAL will be closed for business on the Friday  following
Thanksgiving and the day before Christmas. On those days, we will not redeem any
shares notwithstanding the fact that the New York Stock Exchange will be open.
    

        We  compute  the NAV of  shares  by  adding  the sum of the value of the
securities  held by each Portfolio plus any cash or other assets it holds,  less
all of that Portfolio's liabilities, and dividing the result by the total number
of outstanding  shares of that Portfolio at such time. We value securities owned
by the Fund for which market  quotations are readily available at current market
value. However, we value all securities of the AAL Variable Product Money Market
Portfolio on the basis of its amortized cost, which  approximates  market value.
We determine,  in good faith,  the value of all other  securities  and assets at
fair value by or under the direction of the Fund's Board of Directors.

DIVIDENDS, DISTRIBUTIONS AND TAXES

        We intend to have each  Portfolio  of the Fund to qualify as a regulated
investment  company under  Subchapter M of the Internal Revenue Code (the Code),
as amended.  We intend to take all other  actions  that are  required so that no
federal income tax will be owed by any Portfolio of the Fund. Accordingly,  each
Portfolio will be treated as a separate  entity for federal income tax purposes.
The Portfolios will qualify as regulated investment companies if they distribute
all of heir respective  investment company income and net capital gains for each
fiscal  year  according  to the  Code.  Additionally,  we  intend  to have  each
Portfolio comply with the diversification  requirements under 817(h) of the Code
related to the tax-deferred  status of insurance  company separate accounts (the
Variable   Accounts).   Our  failure  to  comply   with  these   diversification
requirements  may result in  immediate  taxation to you.  The tax status of your
investment  in the Fund depends upon the features of your  Certificate.  See the
Account Prospectus for more information.

        We expect to distribute  substantially all of each Portfolio's  ordinary
income and capital gains each year. For each Portfolio, this consists of all net
investment income (including cash dividends and interest paid on the Portfolio's
investments),  all net realized  short-term and long-term  capital gains if any,
earned during the year,  less estimated  expenses  (including the Advisory Fee).
Net investment income of the Money Market Portfolio consists of accrued interest
and/or earned,  plus or minus all realized gains and losses,  less the estimated
expenses of the Portfolio (including the Advisory Fee).

        We reinvest all income dividends and capital gains  distributions in the
form of additional  shares of the  respective  Portfolio at NAV.  Except for the
Money Market  Portfolio,  the value of each  Portfolio's  shares is based on the
amount  of  its  net  assets,   including  any  undistributed  net  income,  any
distribution  of income or capital  gains  results in a decrease in the value of
the Portfolio's shares equal to the amount of the distribution.

   
     Shares of a Portfolio  begin  accruing  dividends on the day  following the
date as of which the shares are credited to a Variable  Account.  Dividends  are
generally  declared  and  reinvested  daily on the Money Market  Portfolio,  and
monthly on all other  Portfolios  except for the  International  Stock Portfolio
which declares dividends annually.  However, we may distribute  dividends on any
Portfolio  more  or  less  frequently,  as  needed.  We will  also  declare  and
distribute  annually  all net  realized  capital  gains of the Fund,  other than
short-term gains of the Money Market Portfolio,  which are declared as dividends
daily. We usually make a capital gain distribution in December.
    

ADDITIONAL INFORMATION

Fund Organization and Description of Shares

        We organized  the Fund as a Maryland  business  corporation  on June 14,
1994.  The Fund may issue up to 2 billion  shares  of  common  stock,  $.001 par
value,  in one or  more  series  (Portfolios)  as the  Board  of  Directors  may
authorize.  Currently,  the Board has  authorized  seven  series  which bear the
designation  of the names of the respective  Portfolios.  The Board of Directors
may, in the future,  authorize the issuance of more series of shares. Each share
of a Portfolio  is entitled to  participate  in a pro rata basis any dividend or
other  distribution  declared by the Board with respect to that  Portfolio.  All
shares of a  Portfolio  have equal  rights in the event of  liquidation  of that
Portfolio.

   
        We provided the initial capitalization of each Portfolio.
    

Voting Privileges

        Your  voting  privileges  are  explained  in  the  accompanying  Account
Prospectus relating to the Certificates.  As the owner of the assets in both the
AAL  Variable  Annuity  Account I and the AAL  Variable  Life Account I, we will
attend shareholder meetings and vote all of the shares of the Portfolios held to
fund the  benefits  under the  Certificates.  Still we  generally  will do so in
accordance  with your  instructions  as the  Certificate  Owner. We will vote in
proportion  to the voting  instructions  that are  received  with respect to all
Certificates  participating  in a  Portfolio  for any shares for which no timely
voting  instructions  are  received,  and  any  shares  held by us or any of our
subsidiaries or affiliates for our own account, However, we may disregard voting
instructions  received  from you under  certain  circumstances  as  described in
Voting   Privileges  in  the  Fund's   Statement  of   Additional   Information.
Shareholders  are  entitled  to one vote for each share held with  proportionate
voting for fractional shares.

        We are not  required to hold annual  shareholder  meetings for the Fund.
However,  we may call special meetings for purposes such as electing or removing
Directors,  changing fundamental  policies,  or approving an investment advisory
contract.  Matters  that may  affect  one  Portfolio  distinctly  from the other
Portfolios  require a separate vote of shares of that  Portfolio.  Shares of all
the Portfolios  vote together on matters that affect all of the Portfolios  such
as the  election  of  Directors.  Shareholders  of a total of 10% or more of the
outstanding shares of the Fund may request a meeting at any time for the purpose
of voting to remove a Director or Directors.

Indemnity and Limitation of Liability of Directors and Officers

        To the fullest  extent  permitted  by Maryland and federal law, the Fund
will  indemnify  and limit the  liability of Directors  and officers of the Fund
from any  personal  liability to the Fund or the holders of shares of its series
or classes for money damages.  However, this limitation and indemnification does
not protect any  Director or officer  from  liability  to which the  Director or
officer would otherwise be subject by reason of willful misfeasance,  bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his or her office.

Custodian, Transfer Agent And Independent Auditors

   
     Citibank,  N.A., 111 Wall Street,  New York, NY 10043,  serves as Custodian
for the Fund.  We serve as Transfer  Agent for the Fund.  Ernst & Young LLP, 111
East  Kilbourn  Avenue,  Suite  900,  Milwaukee,   Wisconsin  53202,  serves  as
independent  auditors for the Fund.  The Financial  Highlights  included in this
Prospectus and the financial  statements of the Fund  incorporated  by reference
into the Statement of Additional  Information were audited by Ernst & Young LLP,
and were  included  in  reliance on their  report as experts in  accounting  and
auditing.
    

SHAREHOLDER INQUIRIES

        All  inquiries  from  Certificate  Owners  regarding  the Fund should be
directed to the Fund at AAL Variable Annuity Service Center,  4321 North Ballard
Road, Appleton, Wisconsin, 54919-0001 or telephone number 1-800-225-5225.

<PAGE>


        APPENDIX: SECURITY RATINGS

Ratings in General

        A rating by a rating service  represents the service's opinion as to the
credit quality of the security being rated. However, the ratings are general and
are  not  absolute  standards  as  to  the  creditworthiness  of an  issuer.  We
continuously monitor the ratings given to securities in the Portfolios by rating
services.  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,  because  it 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,  each  rating  should be  evaluated  independently.
Ratings are based on current information  furnished by the issuer or obtained by
the rating services from other sources which they consider reliable. Ratings may
be changed, suspended, or withdrawn as a result of changes in, or unavailability
of, such information, or for other reasons.

        The following is a description of the characteristics of ratings used by
Moody's, S&P and Duff & Phelps:

CORPORATE BOND RATINGS

Ratings by Moody's

Aaa:  Bonds  which are rated Aaa are judged to be of the best  quality and carry
the smallest  degree of investment  risk.  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 which are rated Aa are judged to be of high quality by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long term risks appear somewhat larger than in Aaa securities.

A: Bonds which 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 a susceptibility to impairment sometime in the future.

Baa: Bonds 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 may 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.

Ratings by Standard & Poor's

AAA:  Debt rated AAA has the highest  rating  assigned by Standard & Poor's to a
debt obligation. Extremely strong capacity to pay principal and interest.

AA+,AA,AA-:  Bonds  rated AA also  qualify  as  high-quality  debt  obligations.
Capacity to pay  principal  and interest is very strong,  and in the majority of
instances they differ from AAA issues only in small degree.

A+,A,A-:  Bonds rated A have a strong  capacity to pay  principal  and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB+,BBB,BBB-:  Bonds rated BBB are  regarded as having an adequate  capacity to
pay principal and interest.  Whereas they normally exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds 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.

Note:  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.

Ratings by Duff & Phelps

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-:  Good  quality  investment-grade  securities.  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  institutional  investment.  Considerable  variability  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.

Note: The Duff & Phelps ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major ratings categories.

COMMERCIAL PAPER RATINGS

Ratings by Moody's

        Moody's  commercial  paper  ratings are opinions of the ability to repay
punctually the obligations. Moody's employs the following three investment-grade
designations to indicate the relative  repayment  capacity of the rated issuers:
Prime 1 (Highest Quality); Prime 2 (Higher Quality); Prime 3 (High Quality).

        The rating  Prime is the highest  commercial  paper  rating  assigned by
Moody's.  Among the factors  considered by Moody's in assigning  ratings are the
following:  evaluation of the management of the issuer;  economic  evaluation of
the issuer's industry or industries and an appraisal of  speculative-type  risks
which may be inherent in certain areas;  evaluation of the issuer's  products in
relation to competition and customer acceptance;  liquidity;  amount and quality
of  long-term  debt;  trend of  earnings  over a period of 10  years;  financial
strength  of any  parent  company  and the  relationships  which  exist with the
issuer; and recognition by the management of obligations which may be present or
may arise as a result of public interest questions and preparations to meet such
obligations.  These  factors  are all  considered  in  determining  whether  the
relative  repayment  capacity of the issuer is rated Prime-1 (Highest  Quality),
Prime-2 (Higher  Quality),  or Prime-3 (High  Quality).  The Portfolios will not
invest in commercial paper rated Prime-3.

Ratings by Standard & Poor's

A Standard  & Poor's  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.

Ratings by Duff & Phelps

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 strong 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 internal funds 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.



<PAGE>


        [Back Cover of Prospectus]

Investment Adviser and Transfer Agent:

Aid Association for Lutherans
4321 North Ballard Road
Appleton, Wisconsin  54919-0001

Service Center:

   
AAL Variable Products Service Center
4321 North Ballard Road
Appleton, Wisconsin  54919-0001
Telephone (800) 225-5225
    


Custodian:

Citibank, N.A.
111 Wall Street
New York, NY  10043


Independent Auditors:

Ernst & Young LLP
111 East Kilbourn Avenue, Suite 900
Milwaukee, Wisconsin 53202





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