SHAREHOLDER MAINTENANCE AGREEMENT

This Agreement effective April 1, 1995, by and between The AAL Mutual Funds, a
Massachusetts Business Trust, ("The Funds"), and AAL Capital Management
Corporation, a Delaware Corporation ("CMC").

WHEREAS, The Board of Trustees desires to provide shareholders of The Funds
certain shareholder services now commonly provided in the mutual fund industry
but not currently provided, under contract, to The Funds' shareholders; and

WHEREAS, a majority of the Board of Trustees, including all of the disinterested
Trustees, have approved this Agreement between The Funds and CMC, and in so
approving, made the following findings:

     a.   The   Agreement  is  in  the  best  interest  of  The  Funds  and  its
          shareholders;

     b.   The  services  described  in  the  Agreement  are  necessary  for  the
          operation  of The Funds and are not  services  that are  appropriately
          funded by fees paid under The Funds' Rule 12b-1 Distribution Plan;

     c.   CMC can provide services, the nature and quality of which are at least
          equal  to those  provided  by  others  offering  the  same or  similar
          services;

     d.   The fees for such  services  are fair and  reasonable  in light of the
          usual and  customary  charges  made by others  for the same or similar
          services; and

     e.   CMC has the knowledge and experience  concerning the operations of The
          Funds  that  would  enable  it to  provide a quality  of  service  not
          currently available from a third party, and

WHEREAS, the Funds desire CMC to render the service to the Funds in the manner
and on the terms and conditions hereinafter set forth with respect to each of
the Funds' Series identified on Schedule A attached hereto, as modified from
time-to-time by the mutual consent of the parties.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:



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1.   Description of Services.  CMC shall provide certain  shareholder  services,
     including:

     1.1  Operating a toll-free  telephone number staffed by licensed investment
          professionals  at least 9 hours per day. The assistance  provided will
          include providing  current account  information as well as explanation
          and assistance with The Funds' procedures and practices;

     1.2  Operating  a  recording   system,   staffed  by  licensed   investment
          professionals,  to facilitate  shareholder telephone  transactions and
          serve as documentation for such transactions;

     1.3  Providing trained personnel to research and answer shareholder written
          correspondence and requests for documents directed to The Funds;

     1.4  Providing,   on  or  before  May  1,  1995,  the  hardware,   software
          programming and maintenance,  to operate a 24 hour Voice Response Unit
          (VRU) to provide  shareholders  with 24 hour  access to basic Fund and
          account information;

     1.5  Quality control of all new accounts;

     1.6  Pre-processing  of all new accounts and subsequent  orders received by
          CMC;

     1.7  Availability  and  maintenance of a computerized  application  for new
          account purchases; and

     1.8  Electronic Funds processing.


2.   Payment for Services.  The fee payable to CMC is the difference between the
     standard  fee  schedule of Firstar  Trust  Company  (Firstar)  and the fees
     currently charged to the Funds by Firstar for active shareholder  accounts,
     plus reimbursement for actual out-of-pocket expenses incurred by CMC in the
     course of providing such services, including, without limitation,  expenses
     for  telephone  services and postage.  The rate of this fee and the amounts
     reimbursed  to CMC for  out-of-pocket  expenses  shall be  reviewed no less
     frequently  than  annually by the Board of  Trustees,  at such time as said
     Board reviews The Funds'  contract with Firstar.  Fees under this Agreement
     shall be accrued daily and payable monthly.




<PAGE>


3.   Employees.  All  personnel  assigned by CMC to perform  services  under the
     Agreement  will be  employees  of CMC.  CMC  will  be  considered,  for all
     purposes, an independent contractor, and it will not directly or indirectly
     make any commitment or incur any liabilities on behalf of The Funds without
     prior written consent from an authorized Officer of the Funds.


4.   Term of Agreement. The term of this Agreement shall begin on the date first
     above  written,  and,  will  continue  in effect  from  year-to-year  as it
     pertains to each  series,  subject to the  termination  provisions  and all
     other terms and conditions  hereof, so long as such  continuation  shall be
     specifically  approved  at least  annually  by the Board of Trustees of the
     Fund or by vote of a majority of the outstanding  voting securities of such
     series  and,  concurrently  with such  approval by the Board of Trustees or
     prior to such approval by the holders of the outstanding  voting securities
     of such  series,  as the case may be,  by the  vote,  cast in  person  at a
     meeting called for the purpose of voting on such approval, of a majority of
     the  Trustees  of the  Fund  who  are not  parties  to  this  Agreement  or
     interested persons of any such party.


5.   Termination  of  Agreement.  This  Agreement may be terminated by any party
     hereto  either  as it  pertains  generally  to all of the  series  or as it
     pertains to a particular series,  without the payment of any penalty,  upon
     60 days' prior notice in writing to the other party; provided,  that in the
     case of termination  by the Fund such action shall have been  authorized by
     resolution of a majority of the Trustees of the Fund who are not parties to
     this  Agreement or  interested  persons of any such party,  or by vote of a
     majority of the  outstanding  voting  securities of each series affected by
     such termination.


6.   Miscellaneous.

     6.1  Services by Others.  CMC may, at its cost,  subcontract with others to
          better  provide  shareholders  with  the  services  described  in this
          Agreement;  provided CMC shall be responsible  for the  performance by
          such third party(ies) as though CMC had directly provided the service.

     6.2  Ownership  of Records.  CMC shall  maintain  all records  arising from
          services  provided   hereunder  and  required  to  be  maintained  and
          preserved  by  The  Funds   pursuant  to  all   applicable   laws  and
          regulations.  CMC shall surrender these records  promptly upon request
          of The Funds.


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     6.3  Reports  to The  Board of  Trustees.  CMC shall  provide  the Board of
          Trustees,  at such  times as it may  request,  information  concerning
          CMC's  performance under this Agreement,  including  information as to
          costs  actually  incurred  and the volume  and  nature of  shareholder
          contacts.

     6.4  Services to Others.  Nothing  contained  herein shall limit CMC or any
          affiliate  from  providing  services to third  parties or to engage in
          other business activities.

     6.5  Agreement  Binding only on Trust Property.  CMC  understands  that the
          obligations  of this  Agreement are not binding on any  shareholder of
          The  Funds  personally,   but  bind  only  The  Funds'  property.  CMC
          represents  that it has  notice  of The  Funds'  Declaration  of Trust
          disclaiming  shareholder  liability  for acts and  obligations  of The
          Funds.

     6.6  Law and Enforceability. This Agreement shall be construed according to
          the  laws  of  the  State  of   Wisconsin   and  the   invalidity   or
          unenforceability of any provision shall not affect or impair any other
          provisions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers, effective the date first above written.


ATTEST:                                      THE AAL MUTUAL FUNDS


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


ATTEST:                                      AAL CAPITAL MANAGEMENT CORPORATION


/s/Robert G. Same                            /s/H. Michael Spence
-------------------------------              -------------------------------
Robert G. Same, Secretary                    H. Michael Spence, President


<PAGE>


                        SHAREHOLDER MAINTENANCE AGREEMENT
                                   SCHEDULE A
                            (EFFECTIVE APRIL 1, 1995)


                           The AAL Capital Growth Fund
                                The AAL Bond Fund
                           The AAL Municipal Bond Fund
                           The AAL Money Market Fund'
          The AAL U.S. Government Zero Coupon Target Fund, Series 2001
          The AAL U.S. Government Zero Coupon Target Fund, Series 2006
                       The AAL Smaller Company Stock Fund
                             The AAL Utilities Fund





                                 AMENDMENT NO. 6
                                       TO
                        SHAREHOLDER MAINTENANCE AGREEMENT


The Shareholder Maintenance Agreement between The AAL Mutual Funds and AAL
Capital Management Corporation, as amended, effective January 8, 1997, is hereby
amended, December 31, 1999, as follows:

     1.   Schedule A,  attached to the  Shareholder  Maintenance  Agreement,  is
          amended to add The AAL Large Company Index Fund, The AAL Mid Cap Index
          Fund, and The AAL Bond Index Fund.

A revised Exhibit A, effective as of the date of this Amendment No. 6 is
attached an incorporated herein.

IN WITNESS WHEREOF the parties have caused this Amendment to be signed by their
respective officers effective December 31, 1999.



ATTEST:                                      THE AAL MUTUAL FUNDS


By: /s/Frederick D. Kelsven                  By: /s/Robert G. Same
    ---------------------------                  ---------------------------
    Frederick D. Kelsven                         Robert G. Same



ATTEST:                                      AAL CAPITAL MANAGEMENT CORPORATION


By: /s/Frederick D. Kelsven                  By: /s/Robert G. Same
    ---------------------------                  ---------------------------
    Frederick D. Kelsven                         Robert G. Same





                        SHAREHOLDER MAINTENANCE AGREEMENT
                                   SCHEDULE A
                          (EFFECTIVE DECEMBER 31, 1999)


1.       The AAL Capital Growth Fund

2.       The AAL Bond Fund

3.       The AAL Municipal Bond Fund

4.       The AAL Money Market Fund'

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

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

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

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

9.       The AAL Small Cap Stock Fund

10.      The AAL International Fund

11.      The AAL High Yield Bond Fund

12.      The AAL Balanced Fund

13.      The AAL Large Company Index Fund

14.      The AAL Mid Cap Index Fund

15.      The AAL Bond Index Fund