AAL VARIABLE PRODUCT SERIES FUND INC
497, 1998-06-25
Previous: NUVEEN TAX EXEMPT UNIT TRUST SERIES 794, 497J, 1998-06-25
Next: SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US, 497, 1998-06-25





                     AAL VARIABLE PRODUCT SERIES FUND, INC.

                          Supplement Dated July 1, 1998
                      To the Prospectus Dated March 1, 1998
                            (As Revised June 1, 1998)


Proposed  Nonsubstantive  Change in  Sub-Advisory  Agreement  Affecting  the AAL
Variable  Product  International  Stock Portfolio of AAL Variable Product Series
Fund, Inc.

         The Board of Directors of the AAL Variable  Product  Series Fund,  Inc.
(the  "Fund")  has set  August  14,  1998 as the date for a Special  Meeting  of
Shareholders  of the AAL Variable  Product  International  Stock  Portfolio (the
"Portfolio")  to vote on the approval of a new  Sub-Advisory  Agreement for that
Portfolio.  Shareholders  of record of the Portfolio as of June 30, 1998 will be
eligible to vote on this matter.

         This matter arises out of legal technicalities,  and is not expected to
have any  substantive  effect on the investment  management  services  presently
provided to the Portfolio,  the investment  management personnel responsible for
providing those services,  the fees paid by the Portfolio for those services, or
the investment objective, policies and programs of the Portfolio.

         Oechsle  International  Advisors L.P. ("Oechsle L.P.") presently serves
as the sub-adviser to the Portfolio pursuant to a Sub-Advisory Agreement,  dated
February  13,  1998,  by and among the Fund (on  behalf of the  Portfolio),  Aid
Association for Lutherans (the Portfolio=s  investment advisor) and Oechsle L.P.
Oechsle L.P. plans to restructure its business and ownership.  Under  provisions
of the Investment Company Act of 1940 (the "1940 Act"), this restructuring could
be deemed a change in control of Oechsle L.P.,  which in turn could be deemed an
assignment  of the  current  sub-advisory  agreement  from  Oechsle  L.P. to the
restructured  company,  to  be  known  as  Oechsle  International  Advisors  LLC
("Oechsle  LLC").   Additional  provisions  of  the  1940  Act  provide  that  a
sub-advisory contract terminates  automatically upon its assignment. A successor
by  assignment  may  continue  providing  sub-advisory  services to the affected
mutual fund only pursuant to the terms of a new sub-advisory  agreement that has
been approved by shareholders of the fund.

         The  Board  of  Directors  of  the  Fund  has   determined  to  solicit
shareholder  approval of a new sub-advisory  agreement with Oechsle LLC in order
to  eliminate  any  uncertainty  about the  authority of Oechsle LLC to continue
providing  sub-advisory  services following Oechsle L.P.=s pending restructuring
transaction.   The  terms  of  the  proposed  new  sub-advisory   agreement  are
substantively  identical to the terms of the current sub-advisory  agreement. If
the   Portfolio's   shareholders   approve  the  new   sub-advisory   agreement,
shareholders should notice no difference in the sub-advisory services.

         This Supplement must accompany the delivery of all  Prospectuses on and
after July 1, 1998.




13017PI7          7/98




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission