EXHIBIT 24(b)(8)(a)

                                  FIRST AMENDED
                               CUSTODIAN CONTRACT
                                     Between
                              THE AAL MUTUAL FUNDS
                                       and
                          FIRST WISCONSIN TRUST COMPANY



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                                TABLE OF CONTENTS



Page

1.   Employment of Custodian and Property to be Held By It . . . . . . . . . . 1

2.   Duties of the  Custodian  with Respect to Property of 
     Each Fund Held by the Custodian . . . . . . . . . . . . . . . . . . . . . 3

    2.1      Holding Securities  . . . . . . . . . . . . . . . . . . . . . . . 3
    2.2      Delivery of Securities . . . . . . . . . . . . . . . . . . . . .  3
    2.3      Registration of Securities . . . . . . . . . . . . . . . . . . .  7
    2.4      Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 8
    2.5      Payments for Shares . . . . . . . . . . . . . . . . . . . . . . . 9
    2.6      Investment and Availability of Federal Funds. . . . . . . . . . . 9
    2.7      Collection of Income. . . . . . . . . . . . . . . . . . . . . . . 9
    2.8      Payment of Fund Moneys . . . . . . . . . . . . . . . . . . . . . 10
    2.9      Liability for Payment in Advance of
               Receipt of Securities Purchased. . . . . . . . . . . . . . . . 13
    2.10     Payments for Repurchases or Redemptions
               of Shares of a Fund. . . . . . . . . . . . . . . . . . . . . . 13
    2.11            Appointment of Agents . . . . . . . . . . . . . . . . . . 14
    2.12            Deposit of Fund Assets in Securities Systems. . . . . . . 14
    2.13           Segregated Account . . . . . . . . . . . . . . . . . . . . 17
    2.14           Ownership Certificates for Tax Purposes. . . . . . . . . . 19
    2.15           Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . 19
    2.16           Communications Relating to Fund
                      Portfolio Securities. . . . . . . . . . . . . . . . . . 19
    2.17           Proper Instructions. . . . . . . . . . . . . . . . . . . . 20
    2.18           Actions Permitted Without Express Authority. . . . . . . . 21
    2.19           Evidence of Authority. . . . . . . . . . . . . . . . . . . 22

3.    Duties of Custodian With Respect to the Books
               of Account and Calculation of Net Asset Value
               and Net Income . . . . . . . . . . . . . . . . . . . . . . . . 23
     3.1   Portfolio Accounting Services. . . . . . . . . . . . . . . . . . . 23
     3.2   Expense Accrual. . . . . . . . . . . . . . . . . . . . . . . . . . 24
     3.3   Fund Valuation and Financial
                    Reporting Services. . . . . . . . . . . . . . . . . . . . 25
     3.4  Tax Accounting Services . . . . . . . . . . . . . . . . . . . . . . 26

4.    Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

5.    Opinion of Fund's Independent Account . . . . . . . . . . . . . . . . . 28
6.    Reports to Fund by Independent Public Accountants . . . . . . . . . . . 28

7.    Compensation of Custodian . . . . . . . . . . . . . . . . . . . . . . . 28

8.    Responsibility of Custodian . . . . . . . . . . . . . . . . . . . . . . 29

9.    Effective Period, Termination and Amendment . . . . . . . . . . . . . . 30

10.   Successor Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . 31

11. Interpretive and Additional Provisions . . . . . . . . . . . . . . . . .  33

12. Additional Series. . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

13. Wisconsin Law to Apply. . . . . . . . . . . . . . . . . . . . . . . . . . 34

14. Prior Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34





                        FIRST AMENDED CUSTODIAN CONTRACT

         This Contract  between The AAL Mutual Funds, a business trust organized
and  existing  under the laws of  Massachusetts  having its  principal  place of
business at 222 West College Ave., Appleton,  Wisconsin 54919-0007,  hereinafter
called the "Trust", and First Wisconsin Trust Company, a Wisconsin  corporation,
having its principal  place of business at 777 East Wisconsin  Avenue,  P.O. Box
701, Milwaukee,  Wisconsin  53201-0701,  hereinafter called the "Custodian",  is
entered into on this 29th day of October,  1987.  This  supersedes  the previous
Custodian Contract dated June 15, 1987.


                                   WITNESSETH:

     WHEREAS,  the Trust is authorized to issue units of beneficial  interest in
separate  series,  with each such series  representing  interests  in a separate
portfolio of securities and other assets; and

     WHEREAS,  the Trust is authorized to issue units of beneficial  interest in
separate  series,  with each such series  representing  interests  in a separate
portfolio of securities and other assets; and

     WHEREAS,  the Trust intends to initially  offer units in three series,  AAL
Capital  Growth  Series,  AAL Income Series and AAL Municipal  Bond Series (such
series together with any other series subsequently  established by the Trust and
made subject to this  Contract in  accordance  with  paragraph 12 hereof,  being
herein referred to collectively as the "Funds" and individually as a "Fund");

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

     1.  Employment  of Custodian and Property to be Held by It The Trust hereby
employs the  Custodian as the  custodian  of the assets of each fund.  Each Fund
shall  deliver to the  Custodian  all  securities  and cash owned by it, and all
payments of income,  payments of principal or capital distributions  received by
it with respect to all securities  owned by such Fund from time to time, and the
cash consideration  received by it for such units of beneficial interest,  $0.01
par value  ("Shares"),  of such Fund as may be issued or sold from time to time.
The  Custodian  shall  not be  responsible  for any  property  of a Fund held or
received by such Fund and not  delivered to the  Custodian.  With respect to the
custody and  disposition of certain of each Fund's assets,  the Custodian  shall
enter  into  agreements  substantially  in the form of the  Customer  Agreement,
Procedural Agreement and Safekeeping  Agreement attached as Exhibits A, B and C,
respectively.

     The Custodian may from time to time employ one or more sub-custodians,  but
only in  accordance  with an applicable  vote by the Trustees of the Trust,  and
provided  that  the  Custodian  shall  have no more  or less  responsibility  or
liability  to  the  Trust  on  account  of  any  actions  or  omissions  of  any
sub-custodian  so employed  than any such  sub-custodian  has to the  Custodian,
provided that the Custodian's  agreement with any such sub-custodian  imposes on
such sub-custodian  responsibilities and liabilities similar in nature and scope
to those  imposed by this Contract with respect to the functions to be performed
by such sub-custodian.  The Custodian is authorized and directed to enter into a
Subcustodian   Agreement  with  Morgan   Guaranty  Trust  Company  of  New  York
substantially in the form set forth in Exhibit D hereto.

     2. Duties of the  Custodian  with  Respect to Property of Each Fund Held By
the Custodian

     2.1 Holding Securities.  The Custodian shall hold and physically  segregate
for the account of each Fund all non-cash  property,  including  all  securities
owned by each Fund,  other than  securities  which are  maintained  pursuant  to
Section 2.12 in a clearing agency which acts as a securities  depository or in a
book-entry system  authorized by the U.S.  Department of the Treasury or in some
other  securities  depository  or  book0entry  system that complies with Section
17(f)  of the  Investment  Company  Act  of  1940  and  Rule  17f-4  promulgated
thereunder, collectively referred to herein as "Securities System".

     2.2  Delivery  of  Securities.  The  Custodian  shall  release  and deliver
securities  owned by a Fund  held by the  Custodian  or in a  Securities  System
account of the Custodian only upon receipt of Proper Instructions,  which may be
continuing  instructions when deemed appropriate by the parties, and only in the
following cases:

     2.3  1) Upon sale of such securities for the account of the Fund and 
     receipt of payment therefor;

          2) Upon the  receipt  of  payment in  connection  with any  repurchase
     agreement related to such securities entered into by the Fund;

          3) In the case of a sale  effected  through a  Securities  System,  in
     accordance with the provisions of Sections 2.12 hereof;
                          
          4) To the depository  agent in connection with tender or other similar
     offers for portfolio securities of the Fund;
                           
          5) To the issuer thereof or its agent when such securities are called,
     redeemed,  retired or otherwise become payable;  provided that, in any such
     case, the cash or other consideration is to be delivered to the Custodian;
                          
          6) To the issuer thereof,  or its agent, for transfer into the name of
     the Fund or into the name of any nominee or nominees  of the  Custodian  or
     into the name or nominee  name of any agent  appointed  pursuant to Section
     2.11 or  into  the  name or  nominee  name of any  sub-custodian  appointed
     pursuant to Article 1; or for  exchange  for a  different  number of bonds,
     certificates or other evidence  representing the same aggregate face amount
     or number of units; provided that, in any such case, the new securities are
     to be delivered to the Custodian.
                          
          7) To the broker selling the same for  examination in accordance  with
     the "street delivery" custom;
                           
          8) For  exchange  or  conversion  pursuant  to  any  plan  of  merger,
     consolidation,  recapitalization,  reorganization  or  readjustment  of the
     securities of the issuer of such securities,  or pursuant to provisions for
     conversion  contained  in  such  securities,  or  pursuant  to any  deposit
     agreement; provided that, in any such case, the new securities and cash, if
     any, are to be delivered to the Custodian;
                           
          9) In  the  case  of  warrants,  rights  or  similar  securities,  the
     surrender  thereof  in the  exercise  of such  warrants,  rights or similar
     securities or the surrender of interim receipts or temporary securities for
     definitive securities;  provided that, in any such case, the new securities
     and cash, if any, are to be delivered to the Custodian;
                          
          10) For delivery in connection  with any loans of  securities  made by
     the Fund,  but only against  receipt of adequate  collateral as agreed upon
     from time to time by the Custodian and the particular Fund, which may be in
     the form of cash or obligations issued by the United States government, its
     agencies or instrumentalities, except that in connection with any loans for
     which  collateral  is to be  credited  to the  Custodian's  account  in the
     book-entry  system authorized by the U.S.  Department of the Treasury,  the
     Custodian  will not be held  liable  or  responsible  for the  delivery  of
     securities owned by the Fund prior to the receipt of such collateral;
                           
          11) For delivery as security in connection  with any borrowings by the
     Fund requiring a pledge of assets by the particular  Fund, but only against
     receipt of amounts borrowed;
                          
          12) For delivery in  accordance  with the  provisions of any agreement
     among the Fund,  the Custodian  and a  broker-dealer  registered  under the
     Securities  Exchange Act of 1934 (the  "Exchange  Act") and a member of The
     National  Association of Securities  Dealers,  Inc.  ("NASD"),  relating to
     compliance  with the rules of the Options  Clearing  Corporation and of any
     registered national securities exchange,  or of any similar organization or
     organizations,  regarding  escrow or other  arrangements in connection with
     transactions by the particular Fund;
                           
          13) For delivery in  accordance  with the  provisions of any agreement
     among the Fund, the Custodian, and a Futures Commission Merchant registered
     under the Commodity  Exchange Act, relating to compliance with the rules of
     the Commodity Futures Trading Commission and/or any Contract market, or any
     similar  organization  or  organizations,  regarding  account  deposits  in
     connection with  transactions by the particular Fund initially set forth as
     Exhibits A, B and C;
                          
          14) Upon receipt of  instructions  from the transfer agent  ("Transfer
     Agent") for the Fund, for delivery to such Transfer Agent or to the holders
     of Shares in  connection  with  distributions  in kind, as may be described
     from  time  to time  in the  Trust's  currently  effective  prospectus,  in
     satisfaction of requests by holders of Shares for repurchase or redemption;
     and
                          
          15) For any other proper corporate purpose,  but only upon receipt of,
     in addition to Proper Instructions, a certified copy of a resolution of the
     Board of Trustees or of the Executive Committee signed by an officer of the
     Trust and certified by the Secretary or an Assistant Secretary,  specifying
     the  securities to be  delivered,  setting forth the purpose for which such
     delivery is to be made,  declaring  such  purposes  to be proper  corporate
     purposes,  and  naming  the  person or  persons  to whom  delivery  of such
     securities shall be made.
        
     2.3  Registration of Securities.  Securities  held by the Custodian  (other
than bearer  securities) shall be registered in the name of the appropriate Fund
or in the name of any nominee of such Fund or of any nominee of the Custodian or
in the name or nominee name of any agent  appointed  pursuant to Section 2.11 or
in the name or nominee name of any sub-custodian  appointed  pursuant to Article
1. All securities  accepted by the Custodian on behalf of a Fund under the terms
of this Contract shall be in "street name" or other good delivery form.
       
     2.4 Bank Accounts. The Custodian shall open and maintain a separate account
or  accounts  in the name of each  Fund,  subject  only to draft or order by the
Custodian acting pursuant to the terms of this Contract,  and shall hold in such
account or accounts,  subject to the provisions  hereof, all cash received by it
from or for he account of such Fund, other than cash maintained by the Fund in a
bank  account  established  and used in  accordance  with Rule  17f-3  under the
Investment  Company Act of 1940.  Funds held by the  Custodian  for a Fund maybe
deposited  by  it to  its  credit  as  Custodian  at  First  Wisconsin  National
Bank-Milwaukee  or in such  other  banks  or  trust  companies  as it may in its
discretion deem necessary or desirable;  provided, however, that every such bank
or trust company shall be qualified to act as a custodian  under the  Investment
Company Act of 1940 and that each such bank or trust company and the funds to be
deposited  with it shall  be  approved  by vote of a  majority  of the  Board of
Trustees of the Trust.  Such funds shall be  deposited  by the  Custodian in its
capacity as Custodian and shall be  withdrawable  by the Custodian  only in that
capacity.
 
     2.5 Payments for Shares.  The Custodian  shall receive from the distributor
for each Fund's Shares or from the Transfer  Agent of such Fund and deposit into
such Fund's  account such payments as are received for Shares of the Fund issued
or sold  from  time to time by the  Fund.  The  Custodian  will  provide  timely
notification  to the  Trust  and the  Transfer  Agent  of any  receipt  by it of
payments for Shares of a Fund.

     2.6 Investment and  Availability  of Federal Funds.  Upon mutual  agreement
between the Trust and the Custodian,  the Custodian  shall,  upon the receipt of
Proper Instructions,

          1) invest in such  instruments as may be set forth in such instruction
     on the same day as received all federal funds  received after a time agreed
     upon between the Custodian and the Trust; and

          2)  make  federal  funds  available  to  the  appropriate  Fund  as of
     specified  times  agreed  upon  from  time  to time  by the  Trust  and the
     Custodian  in the amount of checks  received  in payment  for Shares of the
     particular Fund which are deposited into that Fund's account.

     2.7 Collection of Income. The Custodian shall collect on a timely basis all
income and other payments with respect to registered  securities  held hereunder
to which each Fund shall be entitled  either by law or pursuant to custom in the
securities  business,  and shall  collect on a timely basis all income and other
payments  with  respect to bearer  securities  if, on the date of payment by the
issuer,  such  securities  are held by the  Custodian or agent thereof and shall
credit such income, as collected,  to the appropriate  Fund's custodian account.
Without limiting the generality of the foregoing, the Custodian shall detach and
present for payment all coupons and other income items requiring presentation as
and when they become due and shall collect  interest when due on securities held
hereunder.  Income due a Fund on securities loaned pursuant to the provisions of
Section 2.2 (10) shall be the  responsibility  of the Trust.  The Custodian will
have no duty or  responsibility in connection  therewith,  other than to provide
the Trust with such  information or data as maybe  necessary to assist the Trust
in arranging for the timely delivery to the Custodian of the income to which the
Fund is properly entitled.

     2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions,  which may
be continuing instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Fund in the following cases only:

               1) Upon the purchase of securities,  futures contracts or options
          on futures  contracts for the account of the Fund but only (a) against
          the  delivery  of such  securities  or  evidence  of title to  futures
          contracts  or options on futures  contracts to the  Custodian  (or any
          bank,  banking  firm or trust  company  doing  business  in the United
          States or abroad which is qualified  under the Investment  Company Act
          of 1940, as amended,  to act as a custodian and has been designated by
          the Custodian as its agent for this purpose) registered in the name of
          a nominee of the  Custodian  referred  to in Section  2.3 hereof or in
          proper  form  for  transfer;  (b) in the case of a  purchase  effected
          through a Securities  System,  in accordance  with the  conditions set
          forth  in  Section  2.12  hereof  or  (c) in the  case  of  repurchase
          agreements entered into between the Fund and the Custodian, or another
          bank,  (i) against  delivery of the  securities  either in certificate
          form or  through a entry  crediting  the  Custodian's  account  at the
          Federal Reserve Bank with such securities or (ii) against  delivery of
          the receipt  evidencing  purchase by the particular Fund of securities
          owned by the Custodian along with written evidence of the agreement by
          the Custodian to repurchase such securities from such Fund;

               2) In  connection  with  conversion,  exchange  or  surrender  of
          securities owned by the Fund as set forth in Section 2.2 hereof;

               3) For the  redemption or repurchase of Shares issued by the Fund
          as set forth in Section 2.10 hereof;

               4) For the  payment of any expense or  liability  incurred by the
          Fund,  including  but not limited to the  following  payments  for the
          account  of  such  Fund:  interest,  taxes,  management,   accounting,
          transfer  agent and legal  fees,  and  operating  expenses of the Fund
          whether or not such expenses are to be in whole or part capitalized or
          treated as deferred expenses;

               5) For the  payment of any  dividends  declared  pursuant  to the
          governing documents of the Fund;

               6) For payment of the amount of dividends  received in respect of
          securities sold short;

               7) For any other  proper  purpose,  but only upon  receipt of, in
          addition to Proper  Instructions,  a certified copy of a resolution of
          the  Board of  Trustees  or of the  Executive  Committee  of the Trust
          signed by an officer of the Trust and certified by its Secretary or an
          Assistant  Secretary,  specifying the amount of such payment,  setting
          forth the purpose for which such payment is to be made, declaring such
          purpose  to be a proper  purpose,  and naming the person or persons to
          whom such payment is to be made.  

     2.9 Liability for Payment in Advance of Receipt of Securities Purchased. In
any and every case where payment for purchase of securities for the account of a
Fund is made by the Custodian in advance of receipt of the securities  purchased
in the  absence of  specific  written  instructions  from the Trust to so pay in
advance,  the  Custodian  shall  be  absolutely  liable  to the  Trust  for such
securities  to the same  extent as if the  securities  had been  received by the
Custodian,  except that in the case of repurchase  agreements  entered into by a
Fund with a bank which is a member of the Federal Reserve System,  the Custodian
may  transfer  funds to the account of such bank prior to the receipt of written
evidence that the  securities  subject to such  repurchase  agreement  have been
transferred  by  book-entry  into a  segregated  nonproprietary  account  of the
Custodian  or any  sub-Custodian  maintained  with the Federal  Reserve  Bank of
Chicago or of the  safe-keeping  receipt,  provided that such securities have in
fact been so  transferred  by  book-entry,  or prior to receipt of such  written
evidence  upon  notification  that the  transfer has been  approved  through the
book-entry  delivery  system.  

     2.10 Payments for Repurchases or Redemptions of Shares of a Fund. From such
finds as may be available for the purpose but subject to the  limitations of the
Declaration  of Trust and any  applicable  votes of the Board of Trustees of the
Trust pursuant  thereto,  the Custodian shall, upon receipt of instructions from
the Transfer  Agent,  make funds available for payment to holders of Shares of a
Fund who have  delivered  to the  Transfer  Agent a request  for  redemption  or
repurchase of their Shares.  In connection  with the redemption or repurchase of
Shares of a Fund, the Custodian is authorized upon receipt of instructions  from
the Transfer Agent to wire funds to or through a commercial  bank  designated by
the redeeming shareholders. 

     2.11  Appointment of Agents.  The Custodian may at any time or times in its
discretion  appoint (any may at any time remove) any other bank or trust company
which is itself qualified under the Investment  Company Act of 1940, as amended,
to act as a custodian,  as its agent to carry out such of the provisions of this
Article 2 as the Custodian may from time to time direct; provided, however, that
the   appointment   of  any  agent  shall  not  relieve  the  Custodian  of  its
responsibilities  or  liabilities  hereunder.  

     2.12  Deposit of Fund  Assets in  Securities  Systems.  The  Custodian  may
deposit  and/or  maintain  securities  owned  by a  Fund  in a  clearing  agency
registered with the Securities and Exchange  Commission under Section 17A of the
Securities  Exchange Act of 1934, which acts as a securities  depository,  or in
the  book-entry  system  authorized  by the U.S.  Department of the Treasury and
certain federal  agencies,  or in any other securities  depository or book-entry
system which complies with Section 17(f) of the  Investment  Company Act of 1940
and Rule  17f-4  promulgated  thereunder,  collectively  referred  to  herein as
"Securities  System" in accordance  with  applicable  Federal  Reserve Board and
Securities and Exchange Commission rules and regulations, if any, and subject to
the following provisions: 

          1) The  Custodian  may keep  securities  of such Fund in a  Securities
     System  provided  that  such  securities  are  represented  in  an  account
     ("Account")  of the  Custodian  in the  Securities  System  which shall not
     include any assets of the Custodian  other than assets held as a fiduciary,
     custodian or otherwise for customers;  

          2) The records of the  Custodian  with respect to  securities  of such
     Fund  which  are  maintained  in a  Securities  System  shall  identify  by
     book-entry those  securities  belonging to the Fund; 

          3) The Custodian shall pay for securities purchased for the account of
     such Fund upon (i) receipt of advice from the  Securities  System that such
     securities have been transferred to the Account,  and (ii) the making of an
     entry on the records of the  Custodian to reflect such payment and transfer
     for the account of the Fund. The Custodian  shall transfer  securities sold
     for the account of such Fund upon (i) receipt of advice from the Securities
     System  that  payment  for  such  securities  has been  transferred  tot he
     Account, and (ii) the making of an entry on the records of the Custodian to
     reflect  such  transfer  and  payment  for the  account  of the  Fund.  The
     Custodian  shall  identify  all  transfers  of  securities  to and from the
     Securities  System which are for the account of the Fund,  and such reports
     shall  be  maintained  for the  Fund by the  Custodian  and  shall  be made
     available  and provided to the Fund at its  request.  The  Custodian  shall
     furnish such Fund  confirmation  of each transfer to or from the account of
     the Fund in the form of a written advice or notice and shall furnish to the
     Fund copies of daily transaction  sheets reflecting each day's transactions
     in the  Securities  System for the  account of the Fund;  

          4) The Custodian  shall provide such Fund with any report  obtained by
     the  Custodian  on the  Securities  System's  accounting  system,  internal
     accounting control and procedures for safeguarding  securities deposited in
     the Securities  System; 

          5)  The   Custodian   shall  have   received  the  initial  or  annual
     certificate,  as the case may be, required by Article 9 hereof; 

          6) Anything  to the  contrary in this  Contract  notwithstanding,  the
     custodian  shall be  liable  to the  Trust for any loss or damage to a Fund
     resulting  from use of the Securities  System by reason of any  negligence,
     misfeasance  or  misconduct of the Custodian or any of its agents or of any
     of its or their  employees  or from  failure of the  Custodian  or any such
     agent  to  enforce  effectively  such  rights  as it may have  against  the
     Securities System; at the election of the Trust, it shall be entitled to be
     subrogated to the rights of the Custodian with respect to any claim against
     the Securities System or any other person which the Custodian may have as a
     consequence  of any such loss or damage if and to the extent that the Trust
     has not been made whole for any such loss or damage.

     2.13  Segregated  Account.  The  custodian  shall  upon  receipt  of Proper
Instructions  establish and maintain a segregated account or accounts for and on
behalf of each Fund,  into which  account or accounts  may be  transferred  cash
and/or  securities,  including  securities  maintained  in  an  account  by  the
custodian pursuant to Section 2.12 hereof, (i) in accordance with the provisions
of any agreement among the Trust,  the Custodian and a broker/dealer  registered
under  the  Exchange  Act and a member  of the NASD (or any  futures  commission
merchant  registered under the Commodity  Exchange Act),  relating to compliance
with  the  rules  of The  Options  Clearing  Corporation  and of any  registered
national securities exchange (or the Commodity Futures Trading Commission or any
registered  contract market),  or of any similar  organization or organizations,
regarding  escrow or other  arrangements in connection with  transactions by the
particular Fund, (ii) for purposes of segregating cash or government  securities
in connection with options purchased,  sold or written by the particular Fund or
commodity  futures  contracts or options thereon purchased or sold by such Fund,
(iii) for the purposes of compliance by the particular  Fund with the procedures
required by Investment  Company Act Release No. 10666, or any subsequent release
or  releases  of  the  Securities  and  Exchange   Commission  relating  to  the
maintenance of segregated accounts by registered  investment  companies and (iv)
for other proper corporate  purposes,  but only in the case of clause (iv), upon
receipt of, in addition to Proper Instructions, a certified copy of a resolution
of the Board of Trustees or of the Executive  Committee  signed by an officer of
the Trust and  certified by the  Secretary or an  Assistant  Secretary,  setting
forth the purpose or  purposes of such  segregated  account and  declaring  such
purposes to be proper  corporate  purposes.  These  agreements are initially set
forth as  Exhibits  A, B and C,  hereto.  

     2.14 Ownership  Certificates for Tax Purposes.  The Custodian shall execute
ownership and other  certificates  and  affidavits for all federal and state tax
purposes in connection  with receipt of income or other payments with respect to
securities  of  each  Fund  held  by it  and in  connection  with  transfers  of
securities.  

     2.15 Proxies.  The Custodian  shall,  with respect to the  securities  held
hereunder,  cause to be  promptly  executed  by the  registered  holder  of such
securities,  if the securities  are  registered  otherwise than in the name of a
Fund or a nominee of a Fund,  all proxies,  without  indication of the manner in
which such proxies are to be voted, and shall promptly deliver to the Trust such
proxies,  all  proxy  soliciting  materials  and all  notices  relating  to such
securities.  

     2.16 Communications  Relating to Fund Portfolio  Securities.  The Custodian
shall transmit promptly to the Trust all written information (including, without
limitation,  pendency of calls and maturities of securities  and  expirations of
rights in connection therewith,  notice of exercise options purchased or sold by
a Fund,  and of the maturity of futures  contracts  purchased or sold by a Fund)
received by the Custodian from issuers of the securities  being held for a Fund.
With respect to tender or exchange offers, the Custodian shall transmit promptly
to the Trust all written  information  received by the Custodian from issuers of
the  securities  held by a Fund whose  tender or exchange is sought and from the
party (or is agents) making the tender or exchange  offer.  If the Trust desires
to take action with  respect to any tender  offer,  exchange  offer or any other
similar transaction, the Trust shall notify the Custodian a least three business
days prior to the date on which the Custodian is to take such action.

     2.17 Proper  Instructions.  Proper  Instructions  as used  throughout  this
Article 2 means a writing  signed or initialled by one or more person persons as
the Board of Trustees shall from time to time authorize. Each such writing shall
identify the Fund affected and shall set forth the specific  transaction or type
of transaction involved, including a specific statement of the purpose for which
such  action  is  requested.   Oral   instructions  will  be  considered  Proper
Instructions if the Custodian  reasonably  believes them to have been given by a
person  authorized  to give such  instructions  with respect to the  transaction
involved.  The  Trust  shall  cause all oral  instructions  to be  confirmed  in
writing.  It is understood  and agreed that the Board of Trustees has authorized
AAL Advisors,  Inc. (the "Investment  Advisor"),  as investment  advisor of each
Fund pursuant to an Investment  Advisor  Agreement dated June 15, 1987,  between
the  Investment  Advisor  and the Trust,  to deliver  Proper  Instructions  with
respect to all  matters  for which  Proper  Instructions  are  required  by this
Article  2. The  Custodian  may rely upon the  certificate  of an officer of the
Investment  Advisor  with  respect to the person or  persons  authorized  on its
behalf to sign,  initial or give Proper  Instructions  for the  purposes of this
Article 2. Upon  receipt  of a  certificate  of the  Secretary  of an  Assistant
Secretary  as to the  authorization  by  the  Board  of  Trustees  of the  Trust
accompanied  by a detailed  description  of procedures  approved by the Board of
Trustees,  Proper  Instructions  may include  communications  effected  directly
between  electro-mechanical  or  electronic  devices  provided that the Board of
Trustees and the Custodian are satisfied that such  procedures  afford  adequate
safeguards  for each Fund's  assets.  

     2.18 Actions Permitted without Express Authority.  The Custodian may in its
discretion, without express authority from the Trust: 

          1) make  payments  to itself or others for minor  expenses of handling
     securities  or other  similar  items  relating  to its  duties  under  this
     Contract,  provided  that all such  payments  shall be accounted for to the
     Trust;  

          2) surrender securities in temporary form for securities in definitive
     form; 

          3) endorse for collection,  in the name of the Trust,  checks,  drafts
     and  other  negotiable  instruments;  and  

          4) in general,  attend to all non-discretionary  details in connection
     with  the  sale,  exchange,  substitution,  purchase,  transfer  and  other
     dealings with the  securities and property of each Fund except as otherwise
     directed by the Board of Trustees of the Trust. 

     2.19 Evidence of Authority. The Custodian shall be protected in acting upon
any instructions,  notice, request, consent,  certificate or other instrument or
paper  believed by it to be genuine and to have been properly  executed by or on
behalf of the Trust.  The Custodian may receive and accept a certified copy of a
vote of the Board of Trustees  of the Trust as  conclusive  evidence  (a) of the
authority  of any  person  to act in  accordance  with  such  vote or (b) of any
determination  or of any  action  by  the  Board  of  Trustees  pursuant  to the
Declaration  of Trust as described in such vote, and such vote may be considered
as in full force and effect until receipt by the Custodian of written  notice to
the contrary.

     3. Duties of Custodian with Respect to the Books of Account and Calculation
of Net Asset Value and Net Income The Custodian  shall cooperate with and supply
necessary  information  to the  entity  or  entities  appointed  by the Board of
Trustees  of the  Trust  to  compute  the  net  asset  value  per  share  of the
outstanding  shares of each Fund and shall  keep the books of  account  for each
Fund. In particular,  the Custodian  shall provide the following  accounting and
reporting  services:  3.1 Portfolio  Accounting  Services.  The Custodian  shall
provide the following portfolio accounting and reporting services for each Fund:
                  
          1)  Maintain  daily  portfolio  records  for each Fund on a trade date
     basis using security  trade  information  communicated  from the Investment
     Advisor:
                 
          2) On each business day record the prices of the  portfolio  positions
     of each Fund as obtained from a source approved by the Board of Trustees;
                 
          3) Record interest and dividend  accrual balances each business day on
     the portfolio  securities of each Fund and calculate and record each Fund's
     gross earnings on investments for that day;
                 
          4) Determine  gains and losses on portfolio  security sales on a daily
     basis for each Fund and  identify  such  gains and  losses as  short-short,
     short  or  long-term.   Account  for  periodic  distributions  of  gain  to
     shareholders of each Fund and maintain  undistributed gain or loss balances
     as of each business day; and
                  
          5) Provide each Fund with portfolio-based  reports on the foregoing on
     a periodic basis as mutually  agreed upon between the Board of Trustees and
     the Custodian.

     3.2 Expense Accrual.  The Custodian shall provide  accounting and reporting
services relating to the accrual of expenses for each Fund as described below:
                     
          1) On each business day,  calculate the amounts of expense accrual for
     each Fund according to the methodology,  rate or dollar amount specified by
     the Board of Trustees;
                  
          2) Account for  expenditures and maintain expense accrual balances for
     each  Fund at a level  of  accounting  detail  specified  by the  Board  of
     Trustees;
                  
          3) Conduct periodic expense accrual reviews for each Fund as requested
     by the Board of Trustees comparing actual expenses to accrual amounts; and
                  
          4) Issue periodic reports for each Fund detailing expense accruals and
     payments at the times requested by Board of Trustees.
                   
     3.3 Fund Valuation and Financial  Reporting  Services.  The Custodian shall
provide  accounting  and reporting  services  relating to the net asset value of
each Fund as described below:
                          
          1)  Account  for  purchases,  sales  exchanges,   transfers,  dividend
     reinvestments  and other  activity  relating  to the shares of each Fund as
     reported by the Transfer Agent on a daily basis;
                  
          2) Provide  the  Investment  Advisor a daily  report of cash  reserves
     available for short-term investing;
                  
          3) Record daily net investment income (earnings for each Fund. Account
     for periodic  distributions  of earnings to  shareholders  of each Fund and
     maintain  undistributed  net investment income balances as of each business
     day;
                  
          4) Maintain a general  ledger for each Fund in the form  specified  by
     the board of Trustees  and produce a set of financial  statements  for each
     Fund as requested from time to time by the Board of Trustees;

          5) On each business day of the Funds  determine the net asset value of
     each  Fund in  accordance  with  the  accounting  policies  and  procedures
     described in the Prospectus;

          6) On each business day of the Fund, calculate the per share net asset
     value, per share net earnings and other per share amounts reflective of the
     operations of each Fund on the basis of the number of shares outstanding as
     reported by the Transfer Agent;

          7) Issue daily reports  detailing  such per share  information of each
     Fund to such persons  (including the Transfer  Agent and AAL  Distributors,
     Inc. as distributor of each Fund's Shares (the  "Distributor")) as directed
     by the Board of Trustees; and

          8) Issue to the Board of Trustees  monthly  reports which document the
     adequacy of the accounting  detail  necessary to support  month-end  ledger
     balances for each Fund.

     3.4 Tax Accounting Services.  The Custodian shall provide the following tax
accounting services;

          1)  Maintain  tax  accounting   records  for  each  Fund's  investment
     portfolio necessary to support IRS tax reporting requirements for regulated
     investment companies;

          2) Maintain tax lot detail for the investment portfolio of each Fund;

          3) Calculate taxable gains and losses on sales of portfolio securities
     for each Fund using the tax cost basis defined for the particular Fund;

          4) Issue  reports to the  Transfer  Agent of each Fund  detailing  the
     taxable  components of income and capital gains  distributions as necessary
     to assist such Transfer Agent in issuing reports to shareholders; and

          5) provide any other reports  relating to tax matters for each Fund as
     reasonably requested from time to time by the Board of Trustees.

     4. Records

     The  Custodian  shall  create and  maintain  all  records  relating  to its
activities and  obligations  under this Contract in such manner as will meet the
obligations  under this Contract in such manner as will meet the  obligations of
each  Fund  and the  Trust  under  the  Investment  Company  Act of  1940,  with
particular  attention to Section 31 thereof ad Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative  rules
or procedures  which may be applicable to a Fund or the Trust.  All such records
shall be the  property  of the Trust and shall at all time  during  the  regular
business  hours of the  Custodian  be open  for  inspection  by duly  authorized
officers,  employees  or  agents  of the  Trust,  employees  and  agents  of the
Securities and Exchange  Commission and outside auditors  retained for each Fund
by the Board of Trustees.  The Custodian shall, at the Trust's  request,  supply
each  Fund with a  tabulation  of  securities  owned by the Fund and held by the
Custodian  and  shall,  when  requested  to do so  by  the  Fund  and  for  such
compensation  as shall be agreed  upon  between  the  Trust  and the  Custodian,
include certificate numbers in such tabulations.
         
     5. Opinion of Trust's Independent Accountant

                  The  Custodian  shall  cooperate  wit the Trust by taking  all
reasonable  action, as the Trust may from time to time request,  in an effort to
ensure from time to time request,  in an effort to ensure from year to year that
each Fund's independent  accountants are able to provide an unqualified  opinion
with respect to the  Custodian's  activities  hereunder in  connection  with the
preparation  of such Fund's Form N-1A, and Form N-SAR or other annual reports to
the Securities and Exchange Commission (or to its Shareholders) and with respect
to any other requirements of such Commission.

     6. Reports to Each Fund by Independent Public Accountants

     The  Custodian  shall  provide  the  Trust,  at such times as the Trust may
reasonably  require,  but not more  frequently  than  annually,  with reports by
independent  public accountants on the accounting  system,  internal  accounting
control and  procedures  for  safeguarding  securities,  futures  contracts  and
options on futures contracts including securities deposited and/or maintained in
a  Securities  System,  relating  to the  services  provided to each Fund by the
Custodian under this Contract;  such reports, which shall be of sufficient scope
and in sufficient detail, as may reasonably be required by the Trust, to provide
reasonable  assurance that any material  inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, shall so state.

     7. Compensation of Custodian

     The Custodian shall be entitled to reasonable compensation for its services
and  expenses as  Custodian,  as agreed upon from time to time between the Trust
and the Custodian.

     8. Responsibility of Custodian

     So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any  property or evidence of title  thereto  received by it or  delivered  by it
pursuant to this  Contract and shall be held harmless in acting upon any notice,
request,  consent,  certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties.  The Custodian shall
be held to the exercise of  reasonable  care in carrying out the  provisions  of
this Contract,  but shall be kept indemnified by and shall be without  liability
to the  Trust  for any  action  taken or  omitted  by it in good  faith  without
negligence.  It shall be  entitled to rely on and may act upon advice of counsel
(who may be  counsel  for the  Trust)  on all  matters,  and  shall  be  without
liability for any action reasonably taken or omitted pursuant to such advice.

     In order that the  indemnification  provisions  contained in this Article 8
shall apply,  however,  it is understood that if in any case where the Trust may
be asked to indemnify or save the Custodian  harmless,  the Trust shall be fully
and  promptly  advised  of all  pertinent  facts  concerning  the  situation  in
question,  and  it is  further  understood  that  the  Custodian  will  use  all
reasonable  care to  identify  and  notify  the Trust  promptly  concerning  any
situation  which presents or appears likely to present the probability of such a
claim for indemnification  against the Trust. The Trust shall have the option to
defend  the  Custodian  against  any  claim  which  may be the  subject  of this
indemnification, and in the event that the Trust so elects it will so notify the
Custodian,  and  thereupon  the Trust  shall take over  complete  defense of the
claim,  and the Custodian shall in such situations  initiate no further legal or
other expenses for which it shall seek indemnification under this Article 8. The
Custodian  shall in no case confess any claim or make any compromise in any case
in which the Trust will be asked to  indemnify  the  Custodian  except  with the
Trust's prior written consent.
                
     If the Trust  requires the Custodian to take any action with respect to the
portfolio  securities held by a Fund, which action involves the payment of money
or which action may, in the opinion of the Custodian, result in the Custodian or
its  nominee  assigned  to such Fund being  liable  for the  payment of money or
incurring  liability  of some  other  form,  the  Trust,  as a  prerequisite  to
requiring  the  Custodian to take such action,  shall  provide  indemnity to the
Custodian in an amount and form satisfactory to it.
      
     9. Effective Period, Termination and Amendment
               
     This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter  provided,  may be amended
at any time by mutual  agreement  of the parties  hereto  (including  amendments
which add or delete Funds of the Trust included within the terms hereof) and may
be terminated  by either party by an instrument in writing  delivered or mailed,
postage prepaid to the other party,  such  termination to take effect not sooner
than  thirty (30) days after the date of such  delivery  or  mailing;  provided,
however,  that the  Custodian  shall not act under  Section  2.12  hereof in the
absence of receipt of an initial  certificate  of the  Secretary or an Assistant
Secretary  that the Board of Trustees of the Trust has  approved the initial use
of a particular  Securities  System and the receipt of an annual  certificate of
the Secretary or an Assistant  Secretary that the Board of Trustees has reviewed
the use by the Trust of such Securities System, as required in each case by Rule
17f-4 under the Investment  Company Act of 1940, as amended;  provided  further,
however,  that  the  Trust  shall  not  amend  or  terminate  this  Contract  in
contravention of any applicable federal or state  regulations,  or any provision
of the  Declaration of Trust,  and further  provided,  that the Trust may at any
time by action of its Board of Trustees  (i)  substitute  another  bank or trust
company for the Custodian by giving notice as described  above to the Custodian,
or (ii) immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the  Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.  Upon termination of the Contract the
Trust shall pay to the Custodian such  compensation as may be due as of the date
of such  termination  and shall likewise  reimburse the Custodian for its costs,
expenses and disbursements.

     10. Successor Custodian

     If a successor  custodian  shall be  appointed by the Board of Trustees for
any Fund or Funds of the Trust,  the Custodian  shall,  upon termination of this
Contract with respect to such Fund or Funds, deliver to such successor custodian
at the office of the Custodian,  duly endorsed and in the form for transfer, all
securities  of each such Fund then  held by the  Custodian  hereunder  and shall
transfer  to an  account  of the  successor  custodian  all of each such  Fund's
securities of the successor custodian all of each such Fund's securities held in
a Securities System.

     If no such successor custodian shall be appointed,  the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of Trustees
of the  Trust,  deliver  at  the  office  of the  Custodian  and  transfer  such
securities, funds and other properties in accordance with such vote.

     In the event that no written  order  designating  a successor  custodian or
certified  copy of a vote of the Board of Trustees  shall have been delivered to
the  Custodian  on or  before  the  date  when  such  termination  shall  become
effective, then the Custodian shall have the right to deliver to a bank or trust
company,  which is a "bank" as defined in the  Investment  Company  Act of 1940,
doing  business  in  Milwaukee,  Wisconsin,  of its  own  selection,  having  an
aggregate  capital,  surplus,  and  undivided  profits,  as  shown  by its  last
published  report,  of not less than $2,000,000 all securities,  funds and other
properties of each Fund as to which this Contract is so terminated  then held by
the Custodian and all instruments held by the Custodian relative thereto and all
other  property of each such Fund held by it under this Contract and to transfer
to an account of such  successor  custodian  all of each such Fund's  securities
held in any Securities  System.  Thereafter,  such bank or trust company shall e
the successor of the Custodian under this Contract with respect to such Fund.
                 
     In the event  that  securities,  funds and other  properties  of Funds with
respect to which this Contract has  terminated  remain in the  possession of the
Custodian  after the date of such  termination  hereof  owing to  failure of the
Trust to  procure  the  certified  copy of vote  referred  to or of the Board of
Trustees to appoint a successor  custodian,  the Custodian  shall be entitled to
fair  compensation for its services during such period as the Custodian  retains
possession of such securities,  funds and other properties and the provisions of
this Contract  relating to the duties and  obligations  of the  Custodian  shall
remain in full force and effect.
         
     11. Interpretive and Additional Provisions

     In connection  with the operation of this  Contract,  the Custodian and the
Trust  may from  time to time  agree on such  provisions  interpretive  of or in
addition to the  provisions  of this  Contract as may in their joint  opinion be
consistent  with the general tenor of this Contract.  Any such  interpretive  or
additional  provisions  shall be in writing  signed by both parties and shall be
annexed  hereto,  provided that no such  interpretive  or additional  provisions
shall contravene any applicable federal or state regulations or any provision of
the Declaration of Trust of the Trust. No interpretive or additional  provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Contract.

     12. Additional Series

     In the event  that the Trust  establishes  one or more  series of Shares in
addition  to the Funds with  respect  to which it desires to have the  Custodian
render  services as  custodian  under the terms  hereof,  it shall so notify the
Custodian  in writing,  and if the  Custodian  agrees in writing to provide such
services, such series shall become a Fund hereunder, and shall be maintained and
accounted for by the Custodian on a discreet basis.

     13. Wisconsin Law to Apply

     This Contract  shall be construed  and the  provisions  hereof  interpreted
under and in accordance with the internal laws of the State of Wisconsin.

     14. Prior Contracts

     This Contract  supersedes and terminates,  as of the date hereof, all prior
contracts  between the Trust and the  Custodian  relating to the custody of each
Fund's assets.


<PAGE>



     IN WITNESS  WHEREOF,  each of the parties has caused this  instrument to be
executed in its name and behalf by its duly  authorized  representative  and its
seal to be hereunder affixed as of the date first written above.

FIRST WISCONSIN TRUST                        THE AAL MUTUAL FUNDS
COMPANY (the "Custodian")                    (the "Trust")

By:/s/ James N. Hintz                        By: /s/ Rochell Lamm Wallach
----------------------------                 ----------------------------------
Name: James N. Hintz                         Name: Rochelle Lamm Wallach

Title: Vice President                        Title: Vice President

Attest:


<PAGE>

                                    Exhibit A

                               CUSTOMER AGREEMENT
                                     BETWEEN
                    ____________________________________, AND
                              THE AAL MUTUAL FUNDS

     In  consideration  of  acceptance  by   _______________________________   (
"Broker" ) of an account  for the AAL Mutual  Funds (  "Customer"  ), Broker and
Customer agree as follows:
         
     1.  Customer  authorizes  Broker to  purchase  and sell  financial  futures
contracts, options on financial contracts or options on financial cast contracts
regulated  by a  federal  agency  for  Customer's  account  in  accordance  with
Customer's oral or written instructions. Customer hereby waives any defense that
any such  instruction  was not in writing as may be  required  by the Statute of
Frauds or any other law, rule, or regulation.

     2. Customer shall pay Broker (1) brokerage and commission charges as agreed
upon by Broker and Customer  from time to time,  (2) any ordinary and  customary
charges  imposed on any  transaction  undertaken for Customer by the exchange or
clearinghouse  through  which it is executed  and any tax or fee imposed on such
transactions by any competent authority or self-regulatory organization, (3) the
amount  of any  trading  loss that may  result  from  transactions  by Broker on
Customer's  instruction,  and (4) interest  and service  charges on any Customer
deficit  balances  at the rates  customarily  charged by Broker,  together  with
Broker's costs and  attorney's  fees incurred in collecting  such deficit.  Such
payments  shall be made to  Broker at  _________________________________,  or at
such other addresses as the parties may designate.

     3. A detailed statement of all transactions for or on the Customer's behalf
shall be furnished to Customer on a monthly basis as of the last business day of
each calendar month and at such other times as may be agreed upon between Broker
and Customer.

     4. Customer shall timely deposit and maintain in the Safekeeping Account at
all times initial margin for Customer's  account in accordance with the attached
Procedural  Agreement.  Customer  shall  timely  pay to Broker the amount of any
additional or variation  margin with respect to the Customer's open positions on
financial  futures  or  options  contracts  in  accordance  with the  Procedural
Agreement.  If upon expiration of all notice periods set forth in the Procedural
Agreement  Customer still fails to provide  additional or variation margin or if
Customer  fails to deposit  or  maintain  in the  Safekeeping  Account  required
initial  margin,  Broker may without  further notice to Customer take any action
set forth in Sections 8 and 9 hereof.

     5. Customer acknowledges that (a) any trading recommendations and market or
other  information  communicated  to  Customer by Broker are  incidental  to the
conduct of  Broker's  business as a broker and dealer and do not  constitute  an
offer to sell or the  solicitation  of an offer to buy any financial  futures or
options  contracts or financial  instrument that is the subject of any financial
futures or options contract; (b) such recommendations and information,  although
based upon information  obtained from sources believed by Broker to be reliable,
may be  incomplete,  may not be verified,  and may be changed  without notice to
Customer;  and (c) Broker makes no  representation,  warranty or quarantee as to
the  accuracy  or  completeness  of any market or other  information  or trading
recommendation  furnished  to  Customer.  Customer  understands  that  officers,
employees, or affiliates of Broker may have position in, may intend to, and may,
buy or sell,  financial  futures or options  contracts or financial  instruments
that are the  subject  of  financial  futures or  options  contracts,  including
financial  futures or options  contracts which are the subject of information or
recommendations  furnished to Customer, and that the position or transactions of
any such officer,  employee,  or affiliate may or may not be consistent with the
recommendations furnished by Broker to Customer.
 
     6. All transactions by Broker on Customer's  behalf shall be subject to the
applicable constitution,  by-laws, rules, regulations, customs, usages, rulings,
and  interpretations  of the contract market and its clearinghouse on which such
transactions  are  executed  or cleared  by Broker or its agents for  Customer's
account,  and to all  applicable  governmental  acts and  statutes  (such as the
Commodity  Exchange Act ) and to rules and regulations made  thereunder;  Broker
shall not be liable to Customer as a result of any action taken by Broker or its
agents to comply with any such constitution,  by-law, rule, regulation,  custom,
usage, ruling, interpretation, act, or statute.
 
     7. Broker shall have no  responsibility  for delays in the  transmission of
orders  due to (a)  breakdown  or  failure  of  transmission  or  communications
facilities, or (b) any other cause beyond Broker's control. Broker shall have no
responsibility  for compliance by Customer with any law or regulation  governing
its conduct as a fiduciary.

     8. In the event that (a)  Customer  shall be  dissolved or in any other way
terminate, or (b) fail to deposit or maintain initial margin, or make payment of
additional  or variation  margin,  as set forth in Section 4 hereof,  Broker may
close out  Customer's  open  positions  in whole or in part,  sell any or all of
Customer's  property held by Broker,  buy any  securities or other  property for
Customer's  account,  and cancel any outstanding  orders and commitments made by
Broker on behalf of Customer. Subject to Broker's obligation to use best efforts
to obtain a fair and reasonable price, any such sale, purchase,  or cancellation
may be made at Broker's  discretion  on the  contract or other market or through
the clearinghouse  where such business is then transacted,  at public auction or
at private sale,  without  advertising  the same and without notice to Customer,
and without prior tender,  demand or call upon  Customer.  Customer shall remain
liable for and shall pay to Broker the amount of any  deficiency  resulting from
any transaction described above.

     9. If at any  time  Customer  fails  to  deliver  to  Broker  any  property
previously  sold by Broker on  Customer's  behalf or fails to deliver  financial
instruments in compliance with financial futures or options contracts,  Customer
authorized Broker in its discretion to borrow or to buy an property necessary to
make  delivery  thereof,  and Customer  shall pay Broker for any cost,  loss and
damage which Broker may be required to pay thereon,  and for any cost,  loss and
damage  which  Broker may sustain  from its  inability to borrow or buy any such
property.

     10.  All  communications  to  Customer  shall be to The AAL  Mutual  Funds,
Attention:  ________________________________  [ insert  name and title] 222 West
College Avenue, Appleton, Wisconsin, 54919, or to such other address as Customer
may  hereafter  direct  Broker in writing to use. All  communications  to Broker
shall      be      to      its      offices      at       ______________________
_______________________________________,  or at such other address as Broker may
designate.

     11. This Agreement,  the attached Procedural Agreement, and the Safekeeping
Agreement  attached  and  referred to in the  Procedural  Agreement  contain the
entire agreement between the parties and supersede any prior agreements  between
the parties as to the  subject  matter of this  Agreement.  Subject to Section 6
hereof, no provision of this Agreement shall in any respect be waived,  altered,
modified, or amended unless such waiver, alternation, modification, or amendment
be committed to in writing and signed by Customer and a duly authorized  officer
of Broker.

     12. This  agreement  shall be  construed  according  to, and the rights and
liabilities  of the parties hereto shall be governed by, the law of the State of
____________________________.

     13. This  agreement  shall inure to the benefit of Broker and  Customer and
their respective successors and assigns.

     14. If any term or  provision  hereof,  or the  application  thereof to any
person or  circumstances,  shall to any extent be  contrary  to any  exchange or
government  regulation or otherwise invalid or  unenforceable,  the remainder of
this  Agreement  or the  application  of such term or  provision  to  persons or
circumstances  other  than  those  as  to  which  it  is  contrary  invalid,  or
unenforceable,  shall not be affected  thereby,  and it shall be enforced to the
fullest extent permitted by regulation and law.
 
     15. The rights and  remedies  conferred  upon the parties  hereto  shall be
cumulative,  and the  exercise  or waiver of any thereof  shall not  preclude or
inhibit the exercise of additional rights and remedies.
 
     16.  Customer  represents  that (a) Customer is duly  registered  under the
Investment  Company  Act of  1940,  as  amended,  and is  validly  existing  and
empowered  to enter  into  this  Agreement  and to  effectuate  transactions  in
financial  futures  contracts,  and  options  on futures  or cash  contracts  as
contemplated  hereby; (b) Customer will promptly notify Broker in writing if any
of the above  representations  shall  materially  change or cease to be true and
correct;  (c) Customer has received read and  understand  the Commodity  Futures
Trading  Commission  Risk  Disclosure  Statement  and  options  Risk  Disclosure
Statement;  and (d) no person or entity  has any  interest  in or control of the
account to which this Agreement pertains other than Customer.
 
     17. Customer and Broker agree to furnish appropriate  financial  statements
to each other to show any material  changes in their financial  positions and to
furnish  such other  information  concerning  each other as each may  reasonably
request.

     18. Where the context hereof requires, the singular shall import the plural
and the masculine shall import the feminine and neuter.
 
     19. Broker shall be entitled to rely on any  instruction  received from any
person  identified in writing to Broker by Customer and such  instruction  shall
bind Customer.  Customer agrees to hold Broker harmless against any action taken
by Broker in reliance upon this provision.
 
     20. This Agreement  shall become a binding  contract  between  Customer and
Broker when signed by both parties.


                                        THE AAL MUTUAL FUNDS (  "Customer" )
                                        By: ________________________________
                                        Name: ______________________________
                                                     (type or print)
                                        Title: _______________________________
                                        Attest: ______________________________

         Approve
         -----------------------------------
         ( "Broker" )

         By: ________________________________

         Name: _____________________________
                      (type or print)

         Title: _______________________________

         Attest: ______________________________

         Dated: _________________________, 1987



<PAGE>
                                    Exhibit B

                              PROCEDURAL AGREEMENT
                BETWEEN ____________________________________, AND
                              THE AAL MUTUAL FUNDS
                        AND FIRST WISCONSIN TRUST COMPANY

     WHEREAS the  undersigned  The AAL Mutual  Funds ( "Customer" ) has opened a
trading account with the undersigned  __________________________ ( "Merchant" ),
a registered futures commission  merchant,  for the purpose of trading financial
futures contracts options on futures or cash through said firm; and
 
     WHEREAS in connection with the opening of the trading account, Customer and
Merchant  have  entered into a Customer  Agreement  which  requires  Customer to
deposit as collateral the initial margin with respect to each futures or options
contract  as  required by the rules and  regulations  of the Chicago  Mercantile
Exchange,  the Chicago Board of Trade, the Commodities Exchange,  and such other
exchanges on which Merchant may effect or cause to be effected  transactions  as
broker for Customer; and

     WHEREAS  Customer,  Merchant,  and the  undersigned  First  Wisconsin Trust
Company ( "Bank" ) have entered into a  Safekeeping  agreement  establishing  an
account entitled " __________________________  for the account of The AAL Mutual
Funds (Customer Segregated Account)",  pursuant to which Bank agrees to maintain
a Safekeeping  Account for the custody of the initial  margin which  Customer is
required to deposit and maintain; and

     WHEREAS the Customer  Agreement and the Safekeeping  Agreement both provide
that the rights and duties of the parties  thereto are subject to the provisions
of this Agreement.

     NOW, THEREFORE, IT IS AGREED THAT:

     1. Customer  shall  deposit and maintain as  collateral in the  Safekeeping
Account  such  initial  margin  as shall be  required  from  time to time by the
exchange on which transactions are effected or caused to be effected by Merchant
as  broker  for  Customer.  Customer  may  deposit  amounts  in  excess  of such
requirements. The designation "Customer Segregated Account" in the account title
is intended to indicate the status of the account under the  Commodity  Exchange
Act  and  Commodity  Futures  Trading  Commission   Regulations;   however,  the
provisions  of this  agreement  shall be  controlling  as to the  rights  of the
parties in the collateral deposited in the account.

     2. The initial margin deposited and maintained in the Safekeeping  Account,
created pursuant to the Safekeeping Agreement, shall be in the form, as Customer
elects,  of cash or of  securities  of the U.S.  Government  or of a combination
thereof.  Customer may substitute U.S. Government securities of equal or greater
value upon prior approval of the bank, which shall not be unreasonable withheld.
Any  separate  interest  payments  thereon  shall be  payable to  Customer  when
collected by Bank unless  notice has been provided to Bank pursuant to Paragraph
(a) of  Section  6 below,  and such  interest  is  required  to meet  additional
variation  margin  requirements  in accordance  with the  procedure  provided in
paragraphs (a) and (b) of Section 6.

     3. With respect to the deposit of initial margin, Bank shall be directed by
Customer's  custodian  order to segregate  specified  assets in the  Safekeeping
Account,  and Bank shall promptly  provide  Merchant and Customer with a written
confirmation of each transfer into the Safekeeping Account.

     4.  Withdrawals  of initial  margin from the  Safekeeping  Account shall be
effected upon receipt by the Bank of Customer's  custodian  order and Merchant's
prior written  verification of such  withdrawal.  Merchant shall, as promptly as
practical but in any case monthly,  inform  Customer of the extent of any excess
initial margin in the Safekeeping Account.

     5. Payment to Merchant or  Customer,  as may be  appropriate,  of variation
margin due to variation in the value of one or more futures or options contracts
held in the  trading  account (  "variation  margin" ), shall be governed by the
following provisions:

          (a) If Merchant  notifies  Customer of the need for  variation  margin
     required by any exchange on which  transactions are effected by Merchant as
     broker for Customer due to variation in the value of one or more futures or
     options  contracts held in the trading account prior to 11:30 a.m. New York
     time on a business day for Customer,  Customer  shall  promptly  provide to
     Merchant such variation  margin but not later than the end of that business
     day.  If  Merchant  notifies  Customer  of the  need for  variation  margin
     subsequent to 11:30 a.m. but prior to 4:00 p.m. New York time on a business
     day  for  Customer,  Customer  shall  promptly  provide  to  Merchant  such
     variation  margin but not later  than 10:30 a.m.  New York time of the next
     succeeding  business  day for  Customer.  Merchant  shall  promptly  notify
     Customer of the receipt of variation margin.

          (b) Merchant  shall,  as promptly as practical  but in any case daily,
     inform  Customer  of the extent of any  variation  margin due to  Customer.
     Customer  may at any time  request  information  as to the  extent  of such
     variation  margin and Merchant shall promptly  respond to such request.  If
     Merchant   notifies  Customer  of  customer's  right  to  variation  margin
     permitted by any exchange on which transactions are effected by Merchant as
     broker for Customer due to variation in the value of one or more futures or
     options  contracts held in the trading account prior to 11:30 a.m. New York
     time  on a  business  day  for  merchant,  Merchant  notifies  Customer  of
     Customer's right to variation margin  subsequent to 11:30 a.m. but prior to
     4:00 p.m.  New York time on a business  day for  Merchant,  Merchant  shall
     promptly provide to Customer such variation margin but not later than 10:30
     a.m. New York time of the next succeeding business day for Merchant.

     6. In the  event  that  Customer  fails to make  any  required  payment  to
Merchant of variation margin, the following provisions shall apply:

          (a) If Merchant has not timely received the requested variation margin
     as provided in Paragraph  5(a),  Merchant shall give notice ( "Notice" ) to
     Bank and Customer of Customer's failure to provide variation margin and the
     amount of  variation  margin  required.  Bank  shall  immediately  reconvey
     Merchant's  Notice to Customer.  Bank shall not permit any new action to be
     taken with respect to the initial  margin held in the  Safekeeping  Account
     until further  notice from  Merchant.  Two hours after  Merchant shall have
     given Notice to Bank of Customer's failure to provide the variation margin,
     Merchant  shall have access to the initial  margin held in the  Safekeeping
     Account,  and Bank shall upon instruction of Merchant  immediately transfer
     from the Safekeeping  Account to or for the account of Merchant such amount
     of the initial margin as Merchant shall have specified in the Notice.  Bank
     shall then promptly  inform  Customer of its actions taken  pursuant to the
     instruction of Merchant.

          (b) As Merchant elects, it may instruct Bank pursuant to Paragraph (a)
     either (i) to transfer  to Merchant  ownership  of  securities  held in the
     Safekeeping  Account,  valued by Merchant as of the closing market price on
     the business day preceding  the business day when the Notice was given,  or
     (ii) to sell at the prevailing  market price  securities in the Safekeeping
     Account and  transfer  promptly to Merchant  proceeds  from such sales,  or
     (iii) a  combination  of (i) and (ii), in any case not to exceed the amount
     of required additional variation margin specified in the Notice. Bank shall
     retain  any  balance  in  the  Safekeeping  Account.  Merchant  shall  give
     consideration  to any timely request by Customer with respect to particular
     securities to be transferred or sold.

     7. Unless otherwise provided,  all notices or other  communications  called
for by this Agreement shall be given by the most expeditious  means possible and
may be  given  by the  most  expeditious  means  possible  and may be  given  by
telephone. If a notice is not given in writing, a written copy shall be provided
to appropriate  parties within a reasonable  time after the notice is given. 

     8. Any and all expenses of  establishing,  maintaining,  or terminating the
Safekeeping Account,  including without limitation any and all expenses incurred
by bank in connection with the Safekeeping Account,  shall be borne by Customer.

     9. This  Agreement and the  Safekeeping  Account shall  terminate only upon
written  consent of Customer and Merchant,  at which time Bank shall transfer to
Customer all property held in the Safekeeping Account.

     10. This  Agreement  shall be  construed  according  to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of the State of
_____________________________.






         FIRST WISCONSIN TRUST
          COMPANY ( "Bank" )                ____________________________
                                                  ( "Merchant" )

         By: _____________________      By: _____________________________

         Name: ___________________      Name: ___________________________
                   (type or print)                   (type or print)

         Title: ___________________     Title:____________________________

         Attest: __________________     Attest: __________________________


                                        THE AAL MUTUAL FUNDS
                                            ("Customer")

                                        By: _____________________________

                                        Name: ___________________________
                                                   (type or print)

                                        Title: __________________________

                                        Attest: _________________________


         Dated: ____________, 1987



<PAGE>






                                    Exhibit C
                              SAFEKEEPING AGREEMENT

     The AAL Mutual Funds (  "Depositor" ) and  _____________________________  (
"Broker" ) have  interests  in the  subject  Safekeeping  Account  pursuant to a
certain Procedural Agreement among broker,  Depositor, and First Wisconsin Trust
Company ( "Bank" ), which  Procedural  Agreement  governs over any  inconsistent
provisions in this Safekeeping Agreement


                                                  __________________, 1987



         First Wisconsin Trust Company
         777 East Wisconsin Avenue
         P.O. Box 701
         Milwaukee, WI  54201-0701

         Gentlemen:

     Depositor hereby requests Bank to open and maintain a Safekeeping  Account,
which shall be a subaccount, under the Custodian Agreement between Depositor and
Bank, in the name of " ______________________________ for the account of The AAL
Mutual Funds (Customer Segregated  Account)",  for all monies and securities now
or  hereafter  deposited  with and  accepted by Bank for the  initial  margin in
financial futures or options contracts transactions.
                  
     In such  safekeeping  capacity Bank is limited to holding the securities in
safekeeping  for the various  "Funds" of depositor  specified  in the  Custodian
Agreement  between Bank and Depositor and dealing with such securities as herein
expressed unless otherwise mutually agreed in writing.
                  
     Bank shall make  purchases,  sales,  and  deliveries of securities  only as
Depositor may direct, and bank is authorized and directed to:

     1.   Collect income and principal on bearer securities in the account;

     2.   Dispose of the monies  received  from  income  collections,  maturity,
          redemption,  sale or other  disposition of the securities  pursuant to
          said Procedural Agreement;

     3.   Send a daily confirmation of receipts and disbursements to Depositor;

     4.   provide a monthly list of securities to Depositor and to Broker

     5.   On request,  confirm to Broker and Depositor  all account  changes and
          positions.

     The general  conditions of the Safekeeping  Agreement shall be those of the
Custodian Agreement between Depositor and Bank.

     The  compensation  of Bank for its  services  hereunder  shall  be  payable
quarterly and shall be in accordance with its present printed  schedule,  a copy
of which has been  delivered to Depositor.  No change in  compensation  shall be
applicable to this account without written notice to Depositor.

     All  communications  from Bank shall be sent to  Depositor  pursuant to the
Custodian  Agreement,  and to Broker at the  addresses  shown below,  or at such
other address as the Depositor or Broker shall from time to time direct.

     Depositor is an investment  company duly  registered  under the  Investment
Company  Act of  1940,  as  amended,  and  is not a  foreign  citizen;  if  this
citizenship status changes, Depositor will promptly notify Bank in writing.

         Either Depositor or Bank may close this account at any time.

         Accepted:                           Very truly yours,

         First Wisconsin Trust               THE AAL MUTUAL FUNDS
            Company ("Bank")                 ("Depositor")

         By: ________________________       By: _______________________
         Name: ______________________       Name: _____________________
                  (type or print)                     (type or print)

         Title: ______________________      Title: _____________________

         Attest: _____________________      Attest: ____________________


         Acknowledged and Approved:

         --------------------------
          (Broker)



         By: _________________________

         Name: _______________________
                   (type or print)

         Title: ______________________

         Attest: _____________________

         Dated: ______________________


                                        Schedule A, Page 1, to the First Amended
                                              Custodian Contract between The AAL
                                                Mutual Funds and First Wisconsin
                                                 Trust Company, October 29, 1987

                          FIRST WISCONSIN TRUST COMPANY
                              MUTUAL FUND CUSTODIAL
                            AGENT SERVICE ANNUAL FEE

         Annual Fee based on market value of assets (cost of bonds):

          $1.00 per $1,000 on the first $5,000,000  
          $ .50 per $1,000 on the next $5,000,000 
          $ .25 per $1,000 on the next $40,000,000 
          $ .20 per $1,000 on the balance

          Minimum Annual Fee $900

          Investment Transactions:  Purchase, sale, exchange, tender, redemption
     (maturity), receipt, delivery

                  $17.00   per Book Entry Securities (Depository or Federal
                           Reserve System)

                  $25.00   per Definitive Securities (Physical)

                  $75.00   per Euroclear

                  $ 8.00   per Principal reduction on pass-through certificates

                  $35.00   per Option/Futures Contract

                  $12.00   per variation margin transaction

     Variation Amount Notes:  Used as a short-term  investment,  variable amount
notes offer safety and prevailing high interest rates. Our charge,  which is 1/4
of 1%,  is  deducted  from the  variable  amount  note  income at the time it is
credited to your account.

         Extraordinary expenses based on time and complexity involved.

         Out of Pocket Expenses: Charges to the account.

         Fees are billed  quarterly  based on the value at the  beginning of the
         quarter.

                                        Schedule A, Page 2, to the First Amended
                                                       Custodian between The AAL
                                          Mutual Funds and First Wisconsin Trust
                                                       Company, October 29, 1987





              PORTFOLIO ACCOUNTING & VALUATION SERVICES (ALL FUNDS)

     Annual fee schedule per fund based on average  daily net asset market value
of each Fund.

         $25,000.00  for the  first  $40,000,000.00  of the  first  mutual  fund
         $20,000.00 for the first $40,000,000.00 for each subsequent mutual fund
         2/100 of 1% (2 Basis Points) on the next $200,000,000.00 
         1/100 of 1% (1 Basis Point) on the balance over $240,000,000.00

         Fees are billed monthly



*    For the months of July and August 1987,  the total fees will be $500.00 and
     $1,000.00,  respectively, for each of the three AAL Mutual Funds. The above
     annual fee schedule will be effective for the month of September  1987, and
     thereafter. Fees for the Money Market Fund will commence on March 1, 1998.


                                AMENDMENT NO. 12
                                       TO
                  THE FIRST AMENDED CUSTODIAN CONTRACT BETWEEN
                            THE AAL MUTUAL FUNDS AND
                              FIRSTAR TRUST COMPANY
                      (F/K/A FIRST WISCONSON TRUST COMPANY)

     Effective   December  29,  1997,  the  First  Amended  Custodian   Contract
("Contract")  dated  October 29, 1987,  between The AAL Mutual Funds and Firstar
Trust Company (f/k/a First Wisconsin Trust Company) is amended as follows:

1.   Schedule A (Custodial  Agent Fee Schedule) to the Contract  effective as of
     January 8, 1997, is amended to add The AAL Balanced Fund.

     An amended Schedule A, effective December 29, 1997, is attached hereto

     All other  provisions  of the Contract,  as amended,  and all Sub Custodian
Agreements, shall remain in full force and effect.

     IN WITNESS  WHEREOF,  the parties have caused this  Amendment No. 12 to the
Contract to be signed by their duly authorized officers.


ATTEST                                       FIRSTAR TRUST COMPANY

By: /s/ Mary C.Klabunde                       By: /s/ Joe D. Redwine
    ---------------------------                   -----------------------------
        Mary C. Klabunde                              Joe D. Redwine



ATTEST:                                      THE AAL MUTUAL FUNDS

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






                                   SCHEDULE A
                                       TO
                  THE OCTOBER 29, 1997, FIRST AMENDED CUSTODIAN
                    CONTRACT BETWEEN THE AAL MUTUAL FUNDS AND
                        FIRSTAR TRUST COMPANY, AS AMENDED

                              FIRSTAR TRUST COMPANY
                           MUTUAL FUND CUSTODIAL AGENT
                                  FEE SCHEDULE
                            EFFECTIVE JANUARY 8, 1997


I.   Annual fee based on aggregate market value of all AAL Mutual Funds

     .00005 (.5 basis points) on all assets.

II.  Fees for  transactions  (purchases,  sale,  exchange,  tender,  redemption,
     maturity, receipt, delivery)

     $6.00 per book entry security  (depository or Federal Reserve System)
     $25.00 per definitive  security (physical) 
     $75.00 per Euroclear 
     $8.00 per  principal  reduction  on  pass-through  certificates  
     $35.00 per option/futures  contract  
     $12.00  per  variation  margin  transaction
     $10.00 per Fed wire deposit or withdrawal

III. Other fees

     Variable rate notes:  Used as a short-term  investment  variable rate notes
offer safety and prevailing high interest rates. Firstar charge, which is 1/4 of
1%, is deducted from the variable rate note income at the time it is credited to
a Fund's account.

         Extraordinary expense:  Based on time and complexity involved.

         Out-of-pocket expenses:  Charged to the account.

         Fees are billed  monthly,  based on prior  month-end  market values and
prior month's transactions.