SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. N/A)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential,  for  Use  of the  Commission  only  (as  permitted  by  Rule
    14a-6(e)(2))
[X] Definitive Proxy Statement 
[ ] Definitive  Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                           THE AAL MUTUAL FUNDS, INC.
                (Name of Registrant as Specified in Its Charter)

                                 Not Applicable
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]      No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1)      Title of each class of securities to which transaction applies:


         2)       Aggregate number of securities to which transaction applies:


         3)       Per  unit  price  or other  underlying  value  of  transaction
                  computed  pursuant to Exchange Rule 0-11 (Set forth the amount
                  on which the  filing  fee is  calculated  and state how it was
                  determined):


         4)       Proposed maximum aggregate value of transaction:


         5)       Total fee paid:


[  ]     Fee paid previously with preliminary materials.

[  ]     Check box if any part of the fee is offset as  provided  by  Exchange
         Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
         fee was paid  previously.  Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:


         2)       Form, Schedule or Registration Statement No.:


         3)       Filing Party:


         4)       Date Filed:


<PAGE>


                                     [LOGO]

                              THE AAL MUTUAL FUNDS
                222 West College Avenue, Appleton, WI 54919-0007

June 26, 1997

     Re:  Special Meeting of the Class A and the Class B Shareholders of The AAL
     Utilities Fund

Dear Shareholder:

Enclosed  is a  notice  of a  Special  Meeting  of  the  Class  A  and  Class  B
Shareholders  ("shareholders")  of The AAL Utilities Fund (the "Fund"), a series
of The AAL Mutual Funds, a  Massachusetts  business  trust, to be held on August
15, 1997 ("Special Meeting"),  together with a Proxy Statement and Form of Proxy
relating to the business to be transacted at the meeting.

The Special  Meeting is being called for the purpose of  considering  and acting
upon a change to the  fundamental  investment  objective and policy of the Fund.
The Fund's  present  objective is to seek current  income,  long-term  growth of
income and capital growth by investing  primarily in a diversified  portfolio of
public utilities  securities.  Deregulation and  consolidation  trends presently
sweeping   the   utilities   industry   have   changed  the   fundamentals   and
characteristics  traditionally  associated  with  the  securities  of  utilities
companies.  In response,  the Board of Trustees is recommending that the Fund no
longer  concentrate  its  investments  in the utilities  industry and,  instead,
permit the Fund's investment  adviser to look outside of the utilities  industry
for securities appropriate to achieve the objective of current income, long-term
income  growth and capital  growth.  In addition to  expanding  the  universe of
stocks  available  for  investment by the Fund,  the proposed  changes will help
enable the Fund to reduce its exposure to the risks and  uncertainties  that the
Trustees believe are developing within the utilities  industry.  Those risks and
uncertainties  include,  among  others,  volatility  in  stock  prices  and less
favorable prospects for long-term income growth.

If the proposed changes are approved by the shareholders, the revised investment
objective  and policy would be  implemented  on September 1, 1997. On that date,
the name of the Fund  would be  changed  to "The AAL  Equity  Income  Fund." The
investment  objective  would  remain  fundamental,  meaning  it could be further
changed only with the approval of the Fund's shareholders.


<PAGE>



Thank  you  for  your  continued  confidence  in  The  AAL  Mutual  Funds.  Your
cooperation  and  participation  in completing  and returning the enclosed proxy
will ensure that your vote is counted.

                                                   Very truly yours,
                                                   THE AAL MUTUAL FUNDS

                                                   /s/ Ronald G. Anderson

                                                   Ronald G. Anderson, President


<PAGE>



                              THE AAL MUTUAL FUNDS
                             222 West College Avenue
                            Appleton, Wisconsin 54919
                          800-553-6319 or 414-734-7633
                             ----------------------
                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                              ---------------------

                          To Be Held on August 15, 1997

To Shareholders of The AAL Utilities Fund:

The AAL Mutual Funds,  a  Massachusetts  business  trust (the "AAL  Trust"),  is
holding the Special Meeting of the Shareholders  ("Special  Meeting") of The AAL
Utilities Fund ("Fund"),  a series of the AAL Trust, at 222 West College Avenue,
Appleton, Wisconsin, on Friday, August 15, 1997, beginning at 10:00 a.m. Central
time for the following purposes:

     1. To approve or  disapprove  a proposed  change to the Fund's  fundamental
investment  objective  and industry  concentration  policy,  as described in the
accompanying Proxy Statement; and

     2. To transact such other  business as properly may come before the meeting
or adjournment thereof.

The Board of Trustees has fixed the close of business on Monday,  June 16, 1997,
as the record date for  determining  shareholders  entitled to notice of, and to
vote at, the Special Meeting and any adjournment  thereof.  Only shareholders of
record at the close of  business  on that date will be  entitled  to vote.  Your
attention is invited to the Proxy Statement  accompanying this Notice for a more
complete  statement  regarding  the  matters  to be  acted  upon at the  Special
Meeting.

                                            The AAL Mutual Funds By Order of the
                                            Board of Trustees

                                            /s/ Robert G. Same

                                            Robert G. Same, Secretary

Appleton, Wisconsin
June 26, 1997

YOUR VOTE IS IMPORTANT.  PLEASE  COMPLETE,  SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE


<PAGE>



PAID ENVELOPE PROVIDED FOR THAT PURPOSE.


<PAGE>



                              THE AAL MUTUAL FUNDS
                             The AAL Utilities Fund
             222 West College Avenue, Appleton, Wisconsin 54919-0007
                          800-553-6319 or 414-734-7633
                             ----------------------
                                 PROXY STATEMENT
                             ----------------------

                     The Proxy Statement was first mailed to
                     shareholders on or about June 26, 1997.

                             SOLICITATION AND VOTING

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of  Trustees  (the  "Trustees")  from the  shareholders  of The AAL
Utilities Fund (the "Fund"),  a series of The AAL Mutual Funds, a  Massachusetts
business trust (the "AAL Trust"),  for use at a Special  Meeting of Shareholders
(the  "Special  Meeting")  to be held  Friday,  August 15,  1997,  at 10:00 a.m.
Central time at 222 West College Avenue, Appleton, Wisconsin. The purpose of the
Special  Meeting  and  the  matter  to be  acted  upon  are  set  forth  in  the
accompanying  Notice of Special Meeting of  Shareholders.  You are encouraged to
read this Proxy Statement  carefully and to mark and return the proxy or proxies
accompanying this Proxy Statement.

Quorum and Voting

The  presence at the Special  Meeting,  in person or by proxy,  of  shareholders
representing  one-third  of all shares  outstanding  and entitled to vote on the
matter  constitutes  a quorum for the  transaction  of business.  Holders of the
Fund's Class A and Class B shares will be counted and will vote together on this
matter.  Abstentions are counted for purposes of determining whether a quorum is
present,  but do not represent votes cast with respect to any proposal.  "Broker
non-votes" (as described below), if any, will not be counted for quorum purposes
or as votes cast. "Broker non- votes" are shares held by a broker or nominee for
which an executed  proxy is received by the Fund, but are not voted as to one or
more proposals  because  instructions have not been received from the beneficial
owners or  persons  entitled  to vote and the  broker or  nominee  does not have
discretionary voting power.

Shares  represented by properly  executed  proxies received by AAL Trust will be
voted at the Special Meeting and any adjournment  thereof in accordance with the
terms of such proxies.  If no instructions  are specified,  shares will be voted
"FOR"  proposal  1, and in the  discretion  of the person  named in the proxy on
proposal 2. A  shareholder  may revoke his or her proxy at any time prior to the
vote at the  Special  Meeting  by filing a written  revocation  notice  with the
Secretary  of AAL Trust prior to the  Special  Meeting or by  delivering  a duly
executed proxy bearing a later date.


<PAGE>



Approval of proposal 1, which is the proposed  change to the Fund's  fundamental
investment objective and policy,  requires an affirmative vote of "a majority of
the outstanding voting securities" of the Fund,  including shares of Class A and
Class B common stock voting together.  Under the Investment Company Act of 1940,
as amended (the "1940 Act"),  the phrase "a majority of the  outstanding  voting
securities"  is defined to mean at least a majority  of the  outstanding  voting
shares  of the Fund or,  if less,  67% of the  voting  shares  represented  at a
meeting at which the holders of 50% or more of the outstanding  voting shares of
the Fund are  present or  represented  by proxy.  Accordingly,  abstentions  and
broker non-votes will have the same effect as votes cast against approval of the
proposed change in the fundamental investment objective of the Fund.

The Fund's  shareholders of record at the close of business on Monday,  June 16,
1997,  will be entitled  to one vote on  Proposal 1 presented  for each share so
held. On that date, there were, in the aggregate,  11,842,985.007  shares of the
Fund's Class A and Class B common stock.

UPON REQUEST AND AT NO COST TO A REQUESTING SHAREHOLDER, AAL TRUST WILL MAIL, BY
FIRST CLASS MAIL,  COPIES OF ITS ANNUAL  REPORT DATED APRIL 30,  1997.  REQUESTS
SHOULD BE DIRECTED TO THE ATTENTION OF ROBERT G. SAME, SECRETARY, THE AAL MUTUAL
FUNDS,  222 WEST  COLLEGE  AVENUE,  APPLETON,  WISCONSIN  54919-0007,  TELEPHONE
800-553- 6319.

              PROPOSAL 1 -- TO AMEND THE FUND'S INVESTMENT PROGRAM

General

The Fund's current fundamental  investment  objective is to seek current income,
long-term  growth of income  and  capital  growth by  investing  primarily  in a
diversified  portfolio of public utilities securities (the "Present Objective").
The Fund has a fundamental industry concentration policy to invest, under normal
circumstances,  at least 65% of its total assets in the  securities  (stocks and
bonds) of public utilities companies (the "Present  Concentration  Policy"). The
Board of  Trustees  is  proposing  to amend the  Present  Objective  and Present
Concentration  Policy,  so that the Fund's  objective  would be to seek  current
income, long-term income growth and capital growth by investing in a diversified
portfolio of income-producing equity securities (the "Proposed Objective"),  and
it would have a fundamental policy not to invest more than 25% of its net assets
in  securities  of  issuers  in  any  single   industry  (the  "Proposed   Anti-
Concentration   Policy").   "Income-producing   equity  securities"  are  equity
securities,   including  securities  exchangeable  or  convertible  into  equity
securities,  that offer dividend yields which exceed the average dividend yields
on stocks  comprising the S&P 500(R) Composite Stock Price Index ("S&P 500"). If
these changes are approved, provisions of rules and guidelines adopted under the
1940 Act would require the Fund,


<PAGE>



under  normal  circumstances,  to invest at least  65% of the  Fund's  assets in
income-producing  equity securities.  In selecting  securities for the Fund, the
Adviser would look for  income-producing  equity  securities that have favorable
prospects for future growth and dividends,  without limitation to any particular
industry or industries,  thereby diversifying the Fund's investments across many
different industries.

Like the Present Objective and Concentration  Policy, the Proposed Objective and
Anti-Concentration  Policy would each be  fundamental,  meaning neither could be
further changed without shareholder approval.  If the changes are approved,  the
Proposed Objective and Anti-Concentration  Policy would be implemented beginning
September 1, 1997, and the Fund's name would be changed to The AAL Equity Income
Fund on that date.

     If the shareholders do not approve Proposal 1, the Fund will continue to be
managed  as a  utilities  fund in  accordance  with its  Present  Objective  and
Concentration Policy, as well as other investment policies and program described
in the Fund's current prospectus.

Reasons for the Proposed Changes

When the Fund originally was introduced,  the Trustees  intended for the Fund to
provide a "bridge"  between the income aspects of the AAL Trust's bond funds and
the  capital  appreciation  characteristics  of its  stock  funds.  At the time,
utilities  companies  operated in a somewhat  monopolistic  and fully  regulated
environment.  Their equity  securities  tended to offer a combination of greater
dividends,  dividend growth  potential and capital growth relative to securities
in other industries.  The regulated nature of the utilities industry facilitated
stability  and  shareholder  confidence,  and  helped  insulate  the  Fund  from
volatility  in the market  value of its  portfolio  securities  and other  risks
generally associated with the public securities markets.

However,   the  utilities  industry  now  is  undergoing   dramatic  change.  In
particular,  the  utilities  industry  is  facing  extensive  deregulation  and
consolidation trends. Competition, including global competition, has changed the
value and earnings potential of these securities.

Management  of the Fund has observed a decline in  opportunities  for  favorable
dividend levels and dividend growth potential  offered by utilities  securities.
Moreover,  utilities  stocks have  demonstrated  sensitivity  to interest  rates
resulting in price  volatility.  In many cases,  the market  prices of utilities
stocks have  declined.  As a result of these  developments,  the  Trustees  have
determined that the Fund's fundamental industry concentration policy is impeding
the capability of the Fund to achieve its objective of current income, long-term
growth  of  income  and  capital  growth.  Accordingly,  the  Board of  Trustees
recommends  that   shareholders   approve  the  Proposed   Objective  and  Anti-
Concentration  Policy.  The Trustees  believe these changes will help to broaden
the universe of stocks and other  securities  appropriate  to achieve the Fund's
investment objective.


<PAGE>


If these changes are approved,  provisions of rules and  guidelines  promulgated
under the 1940 Act would require the Fund, under normal circumstances, to invest
at least 65% of its  assets in  income-producing  equity  securities,  including
securities  exchangeable or convertible into income-producing equity securities.
The Fund  would be able to  invest  the  balance  of its  assets  in  additional
income-producing  equity  securities,  or other fixed income  securities  and/or
short-term securities consistent with the Fund's investment policies. Such other
fixed income securities and short-term securities would include:

         (1)      Bonds,  including convertible  securities,  if, at the time of
                  purchase,  at  least  two  Nationally  Recognized  Statistical
                  Rating  Organizations  ("NRSROs")  have rated them  investment
                  grade or, if unrated, the Adviser has determined them to be of
                  investment  grade;  provided that up to 5% of the Fund's total
                  assets  could  be  invest  in  such  securities   rated  below
                  investment grade; and

         (2)      Commercial paper rated in the top two rating  categories by at
                  least  one  NRSRO;  provided  that the Fund  could  invest  in
                  unrated  commercial paper if the Adviser  determines the paper
                  to be of investment grade.

The  Fund  would  expect  to  realize  income  from  dividends  paid  on  equity
investments and interest paid on debt securities. In selecting  income-producing
equity   securities   and   securities    exchangeable   or   convertible   into
income-producing  equity securities,  the Fund would seek securities with higher
than average  dividend  yields and/or  favorable  prospects for future growth in
dividends. The Adviser would seek stocks fitting these criteria that it believes
are   under-priced   relative  to  securities  of  companies   with   comparable
fundamentals,  and therefore also offer the opportunity for capital growth. This
investment program would be non-fundamental, meaning that it could be changed or
refined by the Board of Trustees without shareholder approval.

Certain Effects of the Proposed Changes

If the proposed  changes are approved,  the Adviser does not plan immediately to
make drastic shifts in the Fund's present concentration in utilities securities.
Rather, the Adviser would identify  securities outside of the utilities industry
that meet the Fund's investment  criteria,  and would draw from those selections
to meet the  Fund's  needs for new and  additional  investments  and to  achieve
compliance  with the new  investment  policies.  The  Adviser  would  sell  some
utilities  positions  in favor of  non-utilities  positions  that it feels would
enable the Fund to better achieve the Fund's Proposed Objective. Over time, this
strategy  would  reduce  the  Fund's  concentration  in,  and  exposure  to, the
utilities  industry.  At  the  same  time,  this  strategy  would  minimize  the
recognition  of  capital  gains that  potentially  would be  associated  with an
immediate shift in the Fund's investments. It is anticipated that the process of
restructuring the Fund's investment


<PAGE>



     portfolio to eliminate its concentration in public utilities securities may
take six months to one year.

     Although the adoption of the Proposed  Anti-Concentration Policy would help
reduce the Fund's  exposure to risks  associated  with the  utilities  industry,
shareholders  should bear in mind that securities  meeting the Fund's investment
criteria  tend to be  associated  more with  certain  market  sectors  than with
others.  For  example,   stocks  offering   above-average   dividend  yields  as
represented   by  the  S&P  500  tend  to  be   concentrated   in  the  services
(communications  and retail),  energy,  utilities,  financial  institutions  and
consumer  non-cyclical  market  sectors,  and occur  only  rarely in such  other
sectors as technology and health services.  Accordingly, it is anticipated that,
even  following the  implementation  of the new  investment  policy,  the Fund's
assets  potentially  may be invested  from time to time more  heavily in certain
market sectors as compared to others. However, as discussed above, following the
transitional  restructuring period described in the preceding paragraph the Fund
would be subject to the Proposed Anti-Concentration Policy, which would prohibit
it from  investing  more than 25% of its net  assets in  securities  of  issuers
within any single industry.

Also,  although  dividend yields in the public utilities  industry have declined
over  the past  several  years  due to  changes  within  the  industry,  such as
deregulation,  companies in the  utilities  industry  still tend to offer higher
dividends on their equity  securities than companies in other  industries.  As a
result,  reducing the percentage of the Fund's assets  invested in this industry
may reduce the dividend yield on the Fund, and therefore  current income, in the
short term. However, shifting the investment emphasis away from public utilities
securities  should enable the Fund to better achieve long-term income growth and
capital growth.

The proposed changes will have no effect on the Fund's current advisory fees.

Trustees' Recommendation

For the reasons and  considerations  discussed above,  the Trustees  unanimously
recommend that you vote "FOR" approval of the Fund's Proposed  Objective and its
Proposed Anti-Concentration Policy.

                          PROPOSAL 2 -- OTHER BUSINESS

The Trustees know of no business  other than that  mentioned  above that will be
presented for  consideration  at the Special  Meeting.  If any other matters are
properly  presented,  it is the  intention of the persons  named on the enclosed
proxy to vote proxies in accordance with their best judgment.



<PAGE>


                             ADDITIONAL INFORMATION

Adviser, Administrator and Distributor

AAL Capital Management Corporation has served as Adviser for AAL Trust since its
inception in 1987.  In addition to serving as Adviser to the Fund and to each of
the other series of AAL Trust, AAL Capital Management  Corporation also provides
necessary administrative services to the Fund and to each of the other series of
AAL Trust under an  Administrative  Services  Agreement  dated July 1, 1990,  as
amended,  and  serves as the  distributor  of the  Fund's  shares and each other
series  pursuant to its  Distribution  Agreement with AAL Trust,  dated June 15,
1987, as amended. AAL Capital Management Corporation has its principal executive
offices located at 222 West College Avenue, Appleton, Wisconsin 54919-0007.

Principal Shareholders and Certain Beneficial Owners

As of the record  date,  the  officers  and  Trustees  of AAL Trust owned in the
aggregate  less than one  percent  (1%) of all  outstanding  shares of the Fund,
including  both Class A and Class B shares taken  together,  and no other person
was known to own of  record or  beneficially  five  percent  (5%) or more of the
Fund's outstanding shares.

The  following  table  shows the  number of shares of the Fund as to which  each
Trustee and executive  officer of AAL Trust had or shared voting or  disposition
power for the Fund as of the record date.


        Ownership Interests of the Trustees and                 Number of Shares
      Executive Officers in The AAL Utilities Fund                   Owned
John H. Pender                                                        -0-
F. Gregory Campbell                                                  81.766
Richard L. Gady                                                       -0-
Lawrence M. Woods                                                     -0-
D. W. Russler                                                       764.965
Richard L. Gunderson                                                  -0-
Ronald G. Anderson                                                 2,391.494
Robert G. Same                                                      280.772
Terrance P. Gallagher                                                81.433

Costs of Solicitation

         In addition to soliciting  proxies  through the mails,  officers of AAL
Trust and the officers and employees of the Adviser may solicit proxies, without
special compensation, by telephone,  telegraph, facsimile, personal interview or
other electronic  means as provided for according to the Funds' by-laws.  If AAL
Trust management


<PAGE>



determines that a professional  proxy  solicitation  service would be advisable,
such a  service  also may  solicit  proxies  in the  same  manner.  AAL  Capital
Management  Corporation  will bear the cost of  preparing  and mailing the proxy
materials for the Special Meeting (including any adjourned sessions thereof) and
of soliciting proxies for the Special Meeting.

Adjournment

In the event a quorum is not present at the Special  Meeting,  or if a quorum is
present  but   sufficient   votes  to  approve  the   Proposed   Objective   and
Anti-Concentration  Policy are not  received,  the persons  named as proxies may
propose  one or more  adjournments  of such  Special  Meeting to permit  further
solicitation of proxies. The persons named as proxies,  however,  must determine
such an adjournment  and additional  solicitation  is reasonable and in the best
interests of  shareholders  based on a  consideration  of all relevant  factors,
including:  the nature of the relevant  proposals;  the percentage of votes then
cast; the nature of the proposed solicitation activities;  and the nature of and
the reasons  for such  further  solicitation.  Adjournment  with  respect to any
proposal would require the  affirmative  vote of a majority of the votes cast on
the  question in person or by proxy at the session of the Special  Meeting to be
adjourned.  The persons  named as proxy would vote in favor of such  adjournment
where they are  entitled to vote in favor of the  relevant  proposal,  and would
vote against any such adjournment  where they have been directed to vote against
the proposal.

Shareholder Meetings

AAL Trust is organized as a Massachusetts business trust, and as such is subject
to Massachusetts law. Pursuant to Massachusetts law and AAL Trust's  Declaration
of Trust,  it is not  required  to hold a  shareholders'  meeting in any year in
which the  shareholders  do not need to act upon the approval of the  Investment
Advisory  Agreement (or any  Sub-Advisory  Agreement) or ratify the selection of
independent  public  accountants under the 1940 Act. The Trustees hold AAL Trust
shareholders'  meetings when they are necessary in accordance with the 1940 Act.
Other  than the  Special  Meeting to which this  Proxy  Statement  relates,  the
Trustees  currently  do not  anticipate  holding  another  meeting of the Fund's
shareholders in 1997.


Shareholders  who wish to  present a  proposal  for  action at the next  meeting
should  submit the proposal or  suggestions  to the following  address:  The AAL
Mutual  Funds,  222  West  College  Avenue,   Appleton,   Wisconsin  54919-0007,
Attention: Robert G. Same, Secretary.


<PAGE>

            Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------


THE AAL MUTUAL FUNDS      Revocable Proxy for Special Meeting of Shareholders of
                          The AAL Utilities Fund
                          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
                          TRUSTEES



The undersigned hereby appoints Ronald G. Anderson and Robert G. Same, or either
of them,  proxy,  with full power of  substitution,  to represent  and vote,  as
designated on the reverse side, all shares of stock the  undersigned is entitled
to vote at the Special  Meeting of  Shareholders of The AAL Utilities Fund to be
held at 222 West College Avenue,  Appleton,  Wisconsin  54919-0007  beginning at
10:00 a.m.  Central  time on  Friday,  August 15,  1997,  or at any  adjournment
thereof, with respect to the matters set forth and described in the accompanying
Notice of  Special  Meeting  and  Proxy  Statement,  receipt  of which is hereby
acknowledged.



                              Date:_____________, 1997
                                                     
                              (If  stock is owned by more than one  person,  all
                              owners must sign.  Persons  signing as  executors,
                              administrators,  trustees or in similar capacities
                              must so indicate.)



                              --------------------------------------------
                              (Please sign exactly as name appears at left)



<PAGE>



                         PLEASE RETURN THIS PROXY TODAY!
                         YOUR PROMPT RESPONSE IS NEEDED
                             AND WILL BE APPRECIATED



            Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------


Please  indicate your voting  preference by FILLING IN the appropriate box below
using blue or black ink or dark pencil,  do not use red ink. Shares  represented
by this Proxy will be voted as directed by the shareholder.


<TABLE>
<CAPTION>
<S>                                                                       <C>       <C>            <C>
IF NO DIRECTION IS SUPPLIED, THE PROXY WILL BE VOTED
FOR PROPOSAL 1.                                                           FOR       AGAINST        ABSTAIN

1.       Proposal to change The AAL Utilities Fund's fundamental          ___       ___            ___
         investment objective and industry concentration policy as 
         described in the accompanying Proxy Statement.

2.       To transact such other business as properly may come
         before the meeting or any adjournment thereof.

PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD

</TABLE>