EXHIBIT 24(b)(6)

Effective April 1, 1991, AAL  Distributors  Inc. changed its name to AAL Capital
Management Corporation.  All references to AAL Distributors Inc. ("Distributor")
are now to AAL Capital Management Corporation.

                              THE AAL MUTUAL FUNDS
                             DISTRIBUTION AGREEMENT

This Agreement,  made as of the 15th day of June,  1987,  between THE AAL MUTUAL
FUNDS, a Massachusetts  business trust (the "Trust"), and AAL DISTRIBUTORS INC.,
a Delaware corporation (the "Distributor").

                                   WITNESSETH:

WHEREAS,  the Trust  proposes to engage in  business  as an open-end  management
investment company and is registered as such under the Investment Company Act of
1940,  as amended  (the "1940  Act") and it is in the  interest  of the Trust to
offer its classes of shares entitled the Capital Growth Series  ("Capital Growth
Fund"),  the  Income  Series  ("Income  Fund")  and the  Municipal  Bond  Series
("Municipal Bond Fund") (individually a "Fund" and collectively the "Funds") for
sale continuously; and

WHEREAS,  the  Distributor  is registered as a broker-deal  under the Securities
Exchange  Act of 1934,  as  amended  (the "1934  Act"),  and is a member in good
standing of the National  Association of Securities Dealers,  Inc. (the "NASD");
and

WHEREAS, the Trust and the Distributor wish to enter into an agreement with each
other  with  respect to the  continuous  offering  of the  shares of  beneficial
interest of all series of shares of the Trust "the "Shares"),  to commence after
the  effectiveness of its initial  registration  statement filed pursuant to the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act.

         NOW, THEREFORE, the parties agree as follows:

     1.   Appointment of Distributor

          The Trust hereby  appoints the  Distributor as its exclusive  agent to
          sell and to arrange for the sale of the  Shares,  on the terms and for
          the period set forth in this  Agreement,  and the  Distributor  hereby
          accepts such  appointment and agrees to act hereunder  directly and/or
          through  the  Trust's  transfer  agent in the  manner set forth in the
          prospectus  (as defined  below).  It is understood and agreed that the
          services  of the  Distributor  hereunder  are not  exclusive,  and the
          Distributor  may act as  principal  underwriter  for the shares of any
          other  registered  investment  company.  It is  also  understood  that
          purchases of shares may be made directly  through the Funds'  Transfer
          Agent in the manner set forth in the prospectus.

     2.   Services and Duties of the Distributor

     (a)  The  Distributor  agrees to sell the  Shares,  as agent for the Trust,
          from time to time  during  the term of this  Agreement  upon the terms
          described in the Trust's  prospectus.  As used in this Agreement,  the
          term   "prospectus"   shall  mean  the  prospectus  and  statement  of
          additional  information  included as part of the Trust's  Registration
          Statement,  as such prospectus and statement of additional information
          may be  amended  or  supplemented  from  time to  time,  and the  term
          "Registration  Statement" shall mean the  Registration  Statement most
          recently  filed from time to time by the Trust with the Securities and
          Exchange Commission and effective under the 1933 Act and the 1940 Act,
          as such Registration Statement is amended by any amendments thereto at
          the time in effect. The Distributor shall not be obligated to sell any
          certain number of Shares.

     (b)  Upon commencement of the Trust's operations, the Distributor will hold
          itself  available to receive orders,  satisfactory to the Distributor,
          for the  purchase  of the Shares and will  accept such orders and will
          transmit  such  orders and funds  received  by it in payment  for such
          Shares as are so accepted to the Trust's  transfer agent or custodian,
          as appropriate,  as promptly as practicable.  Purchase orders shall be
          deemed  effective  at the  time  and in the  manner  set  forth in the
          prospectus. The distributor shall not make any short sales of shares.

     (c)  The  offering  price of the  Shares  shall be the net asset  value per
          share of the Shares (as  defined in the  Declaration  of Trust) and as
          determined  as set  forth in the  prospectus,  plus the  sales  charge
          (determined as set forth in the  prospectus).  The Trust shall furnish
          the  Distributor,  with all  possible  promptness,  an  advice of each
          computation of net asset value and offering price.

     (d)  The   above-mentioned   sales  charge  shall   constitute  the  entire
          compensation of the Distributor,  except that the Distributor may also
          be compensated  through payments under the  Distribution  Plan adopted
          pursuant to Rule 12b-1 under the 1940 Act.




<PAGE>



     3.   Duties of the Trust

     (a)  Maintenance of Federal Registration.  The Trust shall, as its expense,
          take,  from  time to  time,  all  necessary  action  and  such  steps,
          including  payment of the related  filing fees, as may be necessary to
          register and maintain  registration  of a sufficient  number of Shares
          under  the 1933 Act.  The Trust  agrees to file from time to time such
          amendments,  reports and other  documents as may be necessary in order
          that  there  may  be no  untrue  statement  of a  material  fact  in a
          registration statement or prospectus, or necessary in order that there
          may be no  omission  to  state a  material  fact  in the  registration
          statement  or  prospectus  which  omission  would make the  statements
          therein misleading.

     (b)  Maintenance  of "Blue Sky"  Qualifications.  The Trust  shall,  at its
          expense,   use  its  best   efforts  to  qualify  and   maintain   the
          qualifications  of an appropriate  number of Shares for sale under the
          securities  laws of such states as the  Distributor  and the Trust may
          approve, and, if necessary or appropriate in connection therewith,  to
          qualify and  maintain  the  qualification  of the Trust as a broker or
          dealer in such states;  provided  that the Trust shall not be required
          to amend its  Declaration  of Trust or By-Laws to comply with the laws
          of any state,  to maintain an office in any state, to change the terms
          of the offering of the Shares in any state, to change the terms of the
          offering  of the  Shares in any state  from the terms set forth in its
          prospectus,  to  qualify as a foreign  corporation  in any state or to
          consent to service of process in any state other than with  respect to
          claims  arising  out of the  offering  and  sale  of the  Shares.  The
          Distributor shall furnish such information and other material relating
          to its  affairs  and  activities  as may be  required  by the Trust in
          connection with such qualifications.

     (c)  Copies of Reports and  Prospectus.  The Trust  shall,  at its expense,
          keep the Distributor  fully informed with regard to its affairs and in
          connection  therewith shall furnish to the  Distributor  copies of all
          information,   financial   statements   and  other  papers  which  the
          Distributor  may  reasonably  request for use in  connection  with the
          distribution of Shares,  including such reasonable number of copies of
          its prospectus and annual and interim  reports as the  Distributor may
          request and shall cooperate fully in the efforts of the Distributor to
          sell and arrange for the sale of the Shares and in the  performance of
          the Distributor under this Agreement.


<PAGE>



     4.   Conformity with Applicable Law and Rules

          The  Distributor  agrees  that in selling  Shares  hereunder  it shall
          conform in all respects  with the laws of the United States and of any
          state in which Shares may be offered,  and with  applicable  rules and
          regulations of the NASD.

     5.   Expenses

     (a)  The Trust shall bear all costs and expenses of the continuous offering
          of its Shares in connection with : (i) fees and  disbursements  of its
          counsel and independent accountants, (ii) the preparations, filing and
          printing of any registration  statements and/or prospectus required by
          and under the  federal  securities  laws,  (iii) the  preparation  and
          mailing of annual and interim reports,  prospectus and proxy materials
          to shareholders and (iv) the qualifications of Shares of the Trust for
          sale under the securities  laws of such states or other  jurisdictions
          as shall be selected by the Trust and the Distributor and the cost and
          expenses  payable  to each  such  state for  continuing  qualification
          therein.

     (b)  The  Distributor  shall bear (i) the costs and expenses of  preparing,
          printing and  distributing any materials not prepared by the Trust and
          other  materials  used by the  Distributor  in  connection  with  this
          offering of Shares for sale to the public,  including  the  additional
          cost of printing  copies of the  prospectus  and of annual and interim
          reports  to  shareholders  other  than  copies  thereof  required  for
          distribution to shareholders or for filing with any federal securities
          authorities,   (ii)  any  expenses  of  advertising  incurred  by  the
          Distributor in connection with such offering and (iii) the expenses of
          registration or qualification of the Distributor as a dealer or broker
          under  federal  or state  laws and the  expenses  of  continuing  such
          registration or qualification.

     6.   Independent Contractor

          In  performing  its  duties  hereunder,  the  Distributor  shall be an
          independent  contractor  and neither the  Distributor,  nor any of its
          officers,  directors,  employees, or representatives is or shall be an
          employee of the Trust in the performance of the  Distributor's  duties
          hereunder.  The  Distributor  shall be responsible for its own conduct
          and the employment,  control,  and conduct of its agents and employees
          under  applicable  statutes  and  agrees  to pay  all  employee  taxes
          thereunder.


<PAGE>



     7.   Indemnification

     (a)  Indemnification of Trust. The Distributor agrees to indemnify and hold
          harmless the Trust and each of its present former trustees,  officers,
          employees,  representatives  and each person,  if any, who controls or
          previously  controlled  the Trust  within the meaning of Section 15 of
          the 1933 Act against any and all losses, liabilities,  damages, claims
          or  expenses  (including  the  reasonable  costs of  investigating  or
          defending any alleged loss,  liability,  damage, claims or expense and
          reasonable  legal counsel fees  incurred in  connection  therewith) to
          which the Trust or any such person may become  subject  under the 1933
          Act, under any other statute, at common law, or otherwise, arising out
          to the  acquisition of any Shares by any person which (i) may be based
          upon any wrongful act by the  Distributor or any of the  Distributor's
          directors,  officers,  employees  or  representatives,  or (ii) may be
          based  upon any untrue  statement  or alleged  untrue  statement  of a
          material  fact  contained  in a  registration  statement,  prospectus,
          shareholder report or other information  covering Shares filed or made
          public by the Trust or any amendment thereof or supplement thereto, or
          the  omission  or alleged  omission to state  therein a material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not  misleading  if such  statement  or  omission  was made in
          reliance upon  information  furnished to the Trust by the Distributor.
          In no case (i) is the  Distributor's  indemnity in favor of the Trust,
          or any person  indemnified  to be deemed to protect  the Trust or such
          indemnified  person  against any  liability to which the Trust or such
          person would  otherwise  be subject by reason of willful  misfeasance,
          bad faith, or gross  negligence in the performance of his duties or by
          reason of his reckless  disregard of his  obligations and duties under
          this  Agreement  or (ii) is the  Distributor  to be  liable  under its
          indemnity  agreement  contained in this  Paragraph with respect to any
          claim  made  against  the Trust or any person  indemnified  unless the
          Trust or such  person,  as the case may be,  shall have  notified  the
          Distributor in writing of the claim within a reasonable time after the
          summons or other first written  notification giving information of the
          nature of the claim shall have been served upon the Trust or upon such
          person (or after the Trust or such person shall have  received  notice
          to such service on any designated  agent.) However,  failure to notify
          the  Distributor  of any such claim shall not relieve the  Distributor
          from any liability  which the Distributor may have to the Trust or any
          person  against whom such action is brought  otherwise than on account
          of the Distributor's indemnity agreement contained in this Paragraph.


<PAGE>



          The Distributor shall be entitled to participate,  at its own expense,
          in the  defense,  or, if the  Distributor  so  elects,  to assume  the
          defense of any suit  brought to endorse  any such  claim,  but, if the
          Distributor  elects to  assume  the  defense,  such  defense  shall be
          conducted by legal counsel chosen by the Distributor and  satisfactory
          to the Trust and to the  defendant or  defendants  who are entitled to
          such  indemnification.  In the event  that the  Distributor  elects to
          assume the defense of any suit and retain legal counsel, the Trust and
          the defendant or defendants who are entitled to such  indemnification,
          shall  bear the fees and  expenses  of any  additional  legal  counsel
          retained  by them.  If the  Distributor  does not elect to assume  the
          defense of any such suit, the Distributor will reimburse the Trust and
          the defendant or defendants  entitled to such  indemnification for the
          reasonable  fees and expenses of any legal  counsel  retained by them.
          The   Distributor   agrees  to  promptly   notify  the  Trust  of  the
          commencement of any litigation of proceedings against it or any of its
          officers, employees or representatives in connection with the issue or
          sale of any Shares.

     (b)  Indemnification of the Distributor.  The Trust agrees to indemnify and
          hold  harmless  the  Distributor  and each of its  present  or  former
          directors,  officers,  employees,  representatives and each person, if
          any, who controls or previously  controlled the Distributor within the
          meaning  of Section 15 of the 1933 Act,  under any other  statute,  at
          common law, or otherwise, arising out of the acquisition of any Shares
          by any  person  which (i) may be based  upon any  wrongful  act by the
          Trust  or  any  of  the  Trust's  trustees,   officers,  employees  or
          representatives  (other  than the  Distributor),  or (ii) may be based
          upon any untrue  statement or alleged  untrue  statement or a material
          fact contained in a registration  statement,  prospectus,  shareholder
          report or other  information  covering  Shares filed or made public by
          the Trust or any  amendment  thereof  or  supplement  thereto,  or the
          omission or alleged omission to state therein a material fact required
          to be  stated  therein  or  necessary  to  made  the  statements  upon
          information furnished to the Trust by the Distributor.  In no case (i)
          is the Trust's  indemnity in favor of the  Distributor,  or any person
          indemnified   to  be  deemed  to  protect  the   Distributor  or  such
          indemnified  person against any liability to which the  Distributor or
          such  person   would   otherwise  be  subject  by  reason  of  willful
          misfeasance,  bad faith, or gross negligence in the performance of his
          duties or by reason of his reckless  disregard of his  obligations and
          duties under this  Agreement,  or (ii) is the Trust to be liable under
          its indemnity  agreement  contained in this  Paragraph with respect to
          any claim made against  Distributor or person  indemnified  unless the
          Distributor or such person, as the case may be, shall have notified in
          the Trust in writing of the claim within a  reasonable  time after the
          summons or other first written  notification giving information of the
          nature of the claim  shall have been served  upon the  Distributor  or
          upon such person (or after the  Distributor  or such person shall have
          received  notice of such service on any  designated  agent.)  However,
          failure to notify the Trust of any such claim  shall not  relieve  the
          Trust from any liability  which the Trust may have to the  Distributor
          or any person  against whom such action is brought  otherwise  than on
          account  of  the  Trust's  indemnity   agreement   contained  in  this
          Paragraph.

          The Trust shall be entitled to participate, at its own expense, in the
          defense, or, if the Trust so elects, to assume the defense of any suit
          brought to enforce any such claim,  but if the Trust  elects to assume
          the defense,  such defense shall be conducted by legal counsel  chosen
          by the Trust and  satisfactory to the Distributor and to the defendant
          or defendants entitled to such  indemnification.  In the vent that the
          Trust  elects to  assume  the  defense  of any suit and  retain  legal
          counsel,  the Distributor and the defendant or defendants  entitled to
          such  indemnification,  shall  bear  the  fees  and  expenses  of  any
          additional legal counsel retained by them. If the Trust does not elect
          to assume the defense of any such suit,  the Trust will  reimburse the
          Distributor   and  the  defendant  or  defendants   entitled  to  such
          indemnification  for the  reasonable  fees and  expenses  of any legal
          counsel  retained by them.  The Trust  agrees to  promptly  notify the
          Distributor  of the  commencement  of any  litigation  or  proceedings
          against  it  or  any  of  its  trustees,   officers,   employees,   or
          representatives in connection with the issue or sale of an Shares.

     8.   Authorized Representatives

          The  Distributor  is not  authorized by the Trust to give on behalf of
          the Trust any information or to make any representations in connection
          with the sale of Shares other than the information and representations
          contained in a  registration  statement or  prospectus  filed with the
          Securities and Exchange  Commission  ("SEC") under the 1933 Act and/or
          the 1940 Act,  covering  Shares,  as such  registration  statement and
          prospectus  may be  amended  or  supplemented  from  time to time,  or
          contained  in  shareholder  reports  or  other  material  that  may be
          prepared by or on behalf of the Trust for the Distributor's  use. This
          shall not be construed to prevent the  Distributor  from preparing and
          distributing  tombstone ads and sales literature or other materials as
          it may deem  appropriate.  No person  other  than the  Distributor  is
          authorized to act as principal underwriter (as such term is defined in
          the 1940 Act) for the Trust.


<PAGE>



     9.   Term of Agreement

          The term of this  Agreement  shall  begin on the date first  above and
          unless sooner terminated as hereinafter provided, this Agreement shall
          remain in effect  through June 15, 1989.  Thereafter,  this  Agreement
          shall continue in effect from year to year, subject to the termination
          provisions and all other terms and conditions thereof, so long as such
          continuation  shall be specifically  approved at least annually by the
          Board of Trustees or by vote of a majority of the  outstanding  voting
          securities of the Trust,  and  concurrently  with such approval by the
          Board of  Trustees  or prior to such  approval  by the  holders of the
          outstanding voting securities of the Trust, as the case may be, by the
          vote,  cast in person at a meeting called for the purpose of voting on
          such approval,  of a majority of the trustees of the Trust who are not
          parties to this Agreement or interested persons of any such party. The
          Distributor  shall  furnish to necessary to evaluate the terms of this
          Agreement or any extension, renewal or amendment hereof.

     10.  Amendment or Assignment of Agreement

          This  Agreement may not be amended or assigned  except as permitted by
          the 1940 Act, and this Agreement shall  automatically  and immediately
          terminate in the event of its assignment.

     11.  Termination of Agreement

          This  Agreement may be terminated by either party hereto,  without the
          payment of any  penalty,  on not more than upon 60 days' nor less than
          30 days' prior notice in writing to the other party; provided, that in
          the case of  termination  by the Trust  such  action  shall  have been
          authorized  by  resolution  of a majority of the trustees of the Trust
          who are not parties to this  Agreement  or  interested  persons of any
          such  party,  or by  vote  of a  majority  of the  outstanding  voting
          securities of the Trust.

     12.  Miscellaneous

          The  captions  in this  Agreement  are  included  for  convenience  of
          reference only and in no way define or delineate any of the provisions
          hereof or otherwise affect their construction of effect.

          This  Agreement  may  be  executed   simultaneously  in  two  or  more
          counterparts,  each of which shall be deemed an  original,  but all of
          which together shall constitute one and the same instrument.

          Nothing herein  contained shall be deemed to require the Trust to take
          any action  contrary to its  Declaration  of Trust or By-Laws,  or any
          applicable statutory or regulatory  requirement to which it is subject
          or by which  it is  bound,  or to  relieve  or  deprive  the  Board of
          Trustees of the Trust of responsibility for and control of the conduct
          of the affairs of the Trust.

     13.  Definition of Terms

          Any  questions  of  interpretation  of any term or  provision  of this
          Agreement having a counterpart in or otherwise  derived from a term or
          provision  of the 1940 Act shall be resolved by reference to such term
          or provision of the 1940 Act and to interpretation thereof, if any, by
          the  United  States  courts  or,  in the  absence  of any  controlling
          decision of any such  court,  by rules,  regulations  or orders of the
          Securities and Exchange Commission validly issued pursuant to the 1940
          Act.  Specifically,  the terms "vote of a majority of the  outstanding
          voting securities", "interested persons", "assignment" and "affiliated
          person",  as used in  Paragraphs  8, 9 and 10  hereof,  shall have the
          meanings  assigned  to  them  by  Section  2(a) of the  1940  Act.  In
          addition,  where the effect of a requirement of the 1940 Act reflected
          in any provision of this Agreement is relaxed by a rule, regulation or
          order of the Securities and Exchange Commission, whether of special or
          of general application, such provisions shall be deemed to incorporate
          the effect of such rule, regulation or order.

     14.  Compliance with Securities Laws

          The Trust  represents that it is registered as an open-end  management
          investment  company under the 1940 Act, and agrees that it will comply
          with  all  the  provisions  of the  1940  Act  and of  the  rules  and
          regulations  thereunder.  The Trust and the Distributor  each agree to
          comply with all of the  applicable  terms and  provisions  of the 1940
          Act, and 1933 Act and,  subject to the provisions of Section 4(d), all
          applicable "Blue Sky" laws. The Distributor  agrees to comply with all
          of the applicable terms and provisions of the Securities  Exchange Act
          of 1934.

     15.  Notices

          Any notice  required to be given pursuant to this  Agreement  shall be
          deemed duly given if delivered or mailed by registered  mail,  postage
          prepaid,  to the  Distributor  or to the  Trust  at 222  West  College
          Avenue, Appleton, Wisconsin, 54919-0007.


<PAGE>



     16.  Governing Law

          This Agreement  shall be governed and construed in accordance with the
          laws of the State of Wisconsin.

     17.  No Shareholder Liability

          The Distributor understands that the obligations of this Agreement are
          not biding upon any shareholder of the Trust personally, but bind only
          the Trust's property; the Distributor represents that it has notice of
          the  provisions of the  Declaration of Trust  disclaiming  shareholder
          liability for acts or obligations of the Trust.


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by their duly authorized  representatives and their respective  corporate
seals to be hereunto affixed, as of the day and year first above written.


ATTEST:                                      THE AAL MUTUAL FUNDS



/s/ Robert G. Same                           /s/ John H. Pender
-----------------------------                -------------------------------
Robert G. Same, Secretary                    John H. Pender, President



ATTEST:                                      AAL DISTRIBUTORS INC.



/s/ Robert G. Same                           /s/ Rochelle Lamm Wallach
-----------------------------                -------------------------------
Robert G. Same, Secretary                    Rochelle Lamm Wallach, President


<PAGE>


              EXHIBIT A TO THE MUTUAL FUNDS DISTRIBUTION AGREEMENT



                    1.   The AAL Capital Growth Fund

                    2.   The AAL Income Fund

                    3.   The AAL Municipal Bond Fund

                    4.   The AAL Money Market Fund

<PAGE>



ATTEST:                                      THE AAL MUTUAL FUNDS



/s/ Robert G. Same                           /s/ Rochelle Lamm Wallach
-----------------------------                -------------------------------
Robert. G. Same, Secretary                   Rochelle Lamm Wallach, 
                                             Vice President




ATTEST:                                     AAL DISTRIBUTORS INC.



/s/ Maureen A. O'Hern                        /s/Robert G. Same
------------------------------               -------------------------------
Maureen A. O'Hern                            Robert G. Same
Asst. Secretary                              Senior Vice President

<PAGE>


                                 AMENDMENT NO. 8
                                       TO
                             DISTRIBUTION AGREEMENT

Effective  December 29, 1997, The AAL Mutual Funds  Distribution  Agreement (the
"Agreement")  dated June 15, 1987,  as amended  between The AAL Mutual Funds and
AAL Capital Management  Corporation  (f/k/a AAL Distributors,  Inc.), is further
amended as follows:

     1.   Exhibit A to the Agreement is amended to add The AAL Balanced Fund.

A  revised  Exhibit  A,  effective  as of the  date of this  Amendment  No. 8 is
attached and incorporated herein.

IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment No. 8 to be
executed by their duly authorized officers.


ATTEST:                                      THE AAL MUTUAL FUNDS



/s/ Robert G. Same                           /s/ Ronald G. Anderson
-----------------------------                -------------------------------
Robert G. Same, Secretary                    Ronald G. Anderson, President


ATTEST:                                      AAL CAPITAL MANAGEMENT
                                             CORPORATION



/s/ Robert G. Same                           /s/ Ronald G. Anderson
-----------------------------                -------------------------------
Robert G. Same, Secretary                    Ronald G. Anderson, President


<PAGE>


                                    EXHIBIT A
                                       TO
                   THE AAL MUTUAL FUNDS DISTRIBUTION AGREEMENT
                          (EFFECTIVE DECEMBER 29, 1997)

1.    The AAL Capital Growth Fund

2.    The AAL Bond Fund

3.    The AAL Municipal Bond Fund

4.    The AAL Money Market Fund

5.    The AAL U.S. Government Zero Coupon Target Fund, Series 2001

6.    The AAL U.S. Government Zero Coupon Target Fund, Series 2006

7.    The AAL Mid Cap Stock Fund (f/k/a The AAL Smaller Company Stock Fund)

8.    The AAL Equity Income Fund (f/k/a The AAL Utilities Fund)

9.    The AAL International Fund

10.   The AAL Small Cap Stock Fund

11.   The AAL High Yield Bond Fund

12.   The AAL Balanced Fund