THE AAL MUTUAL FUNDS
                                   PROSPECTUS
                                December 29, 1997


INSTITUTIONAL SHARES
--------------------------------------------------------------------------------

The AAL Mutual Funds (the "Funds") are a series of separate mutual fund
portfolios within a single Trust, each with a specific investment objective. The
Funds offer investment opportunities to eligible Lutherans (including their
families and their enterprises) and to members and employees of Aid Association
for Lutherans ("AAL"). This prospectus describes Institutional shares for the
following Funds:

EQUITY-ORIENTED FUNDS
--------------------------------------------------------------------------------

THE AAL SMALL CAP STOCK FUND
Investing in Small Company Stocks

THE AAL MID CAP STOCK FUND
Investing in Mid-Sized Company Stocks

   
THE AAL INTERNATIONAL FUND
Investing in Foreign Stocks
    

THE AAL CAPITAL GROWTH FUND
Investing in Large Company Stocks

THE AAL EQUITY INCOME FUND
(formerly known as The AAL Utilities Fund)
Investing in Income-Producing Equity Securities

THE AAL BALANCED FUND
Investing in Stocks, Bonds and Money Market Instruments

INCOME-ORIENTED FUNDS
--------------------------------------------------------------------------------

THE AAL HIGH YIELD BOND FUND
Investing in Below Investment Grade Bonds
THE AAL HIGH YIELD BOND FUND INVESTS PRIMARILY IN LOWER-RATED  
BONDS, COMMONLY KNOWN AS "JUNK  BONDS." JUNK BONDS ARE
SUBJECT TO GREATER LOSS OF PRINCIPAL AND INTEREST. YOU SHOULD 
CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN INVESTMENT IN THIS 
FUND. SEE "THE AAL HIGH YIELD BOND FUND--INVESTMENT FACTORS 
AND THE RISKS INVOLVED."

THE AAL MUNICIPAL BOND FUND
Investing in Investment Grade Municipal Securities

THE AAL BOND FUND
Investing in Investment Grade Bonds

THE AAL MONEY MARKET FUND
Investing in Money Market Instruments
THE U.S. GOVERNMENT NEITHER INSURES NOR GUARANTEES YOUR 
INVESTMENT IN THE AAL MONEY MARKET FUND. ALSO, WE (THE AAL 
MUTUAL FUNDS) DO NOT GIVE YOU ANY ASSURANCE THAT WE WILL BE 
ABLE TO MAINTAIN A NET ASSET VALUE OF $1.00 PER SHARE FOR THE FUND.

The prospectus sets forth concisely the information about the Funds'
Institutional shares that you ought to know before investing. Read it carefully
and keep it for future reference. You can find more detailed information,
including investment policies, techniques, restrictions and the risks associated
with them, in the Statement of Additional Information ("SAI"), dated December
29, 1997. The SAI has been filed with the Securities and Exchange Commission
("SEC"). The SAI, along with the most recent AAL Mutual Funds Annual Report are
incorporated in this prospectus by reference (which means that it is legally
considered part of this prospectus even though you will not find it printed
here). You can obtain a copy of the SAI and a copy of the annual report free by
calling 800-553-6319 or writing The AAL Mutual Funds at 222 West College Avenue,
Appleton, Wisconsin 54919-0007. The Telecommunications Device for the Deaf
("TDD") number is 800-684-3416. Class A and Class B shares for the Funds
described in this prospectus are described in a separate prospectus. In
addition, The AAL U.S. Government Zero Coupon Target Funds, Series 2001 and 2006
are described in a separate prospectus and are closed to additional investments.

LIKE ALL MUTUAL FUND SHARES, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAVE APPROVED OR DISAPPROVED THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
                                   
=======================================1========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                   Table of Contents/Information
================================================================================


PROSPECTUS SUMMARY.........................................................

READING THE PROSPECTUS.....................................................

THE AAL SMALL CAP STOCK FUND...............................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL MID CAP STOCK FUND.................................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL INTERNATIONAL FUND.................................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL CAPITAL GROWTH FUND................................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL EQUITY INCOME FUND.................................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL BALANCED FUND......................................................
  Expense Summaries and Example............................................

THE AAL HIGH YIELD BOND FUND...............................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL MUNICIPAL BOND FUND................................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL BOND FUND..........................................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

THE AAL MONEY MARKET FUND..................................................
  Expense Summaries and Example............................................
  Financial Highlights.....................................................

ADDITIONAL INVESTMENT FACTORS AND RISKS REGARDING
THE FUNDS..................................................................

RISKS OF INVESTING IN FOREIGN SECURITIES...................................

INVESTMENT RESTRICTIONS....................................................

BOARD OF TRUSTEES..........................................................

MANAGEMENT OF THE TRUST....................................................

BUYING INSTITUTIONAL SHARES IN THE FUNDS...................................

SELLING (REDEEMING) YOUR INSTITUTIONAL SHARES..............................

EXCHANGE PRIVILEGE.........................................................

NET ASSET VALUE (NAV)......................................................

DIVIDENDS, DISTRIBUTIONS AND TAXES.........................................

SHAREHOLDER MAINTENANCE AGREEMENT..........................................

YIELD AND PERFORMANCE INFORMATION..........................................

TRANSFER AGENT, CUSTODIANS AND INDEPENDENT
ACCOUNTANTS................................................................

ORGANIZATION AND DESCRIPTION OF SHARES.....................................

ASSET ALLOCATION...........................................................

QUESTIONS..................................................................

GLOSSARY OF IMPORTANT TERMS................................................

APPENDIX: SECURITIES RATINGS...............................................

=======================================1========================================

             The AAL Mutual Funds Institutional Shares Prospectus
             
<PAGE>
 
Prospectus Summary
================================================================================


ORGANIZATION OF THE AAL MUTUAL FUNDS
--------------------------------------------------------------------------------

AAL Capital Management Corporation ("AAL CMC"), which is a Delaware corporation
organized in 1986, is the investment adviser ("Adviser") and Distributor
("Distributor") for the Funds. As the Adviser, AAL CMC makes the investment
decisions for the Funds. As the Distributor, AAL CMC sells the Funds' shares to
investors. As of October 1, 1997, AAL CMC managed about $4.4 billion for the
Funds.

AAL owns the outstanding stock in AAL CMC. AAL is a non-profit, non-stock
membership organization, licensed to do business as a fraternal benefit society.
AAL has a mission of bringing Lutherans and their families together to pursue
quality living through financial security, volunteer action and help for others.
AAL has about 1.7 million members and is one of the world's largest fraternal
benefit societies in terms of assets and life insurance in force. AAL ranks in
the top two percent of all life insurers in the U.S. in terms of ordinary life
insurance (nearly $78 billion in force). AAL offers life, health and disability
income insurance and fixed and variable annuities to its members. Members belong
to one of over 9,500 local AAL branches throughout the U.S.

READING THE PROSPECTUS
--------------------------------------------------------------------------------

References to "you" and "your" in the prospectus refer to prospective investors
or shareholders. References to "we," "us" or "our" refer to the Trust or the
Funds and Fund management (the Adviser and/or Sub-Adviser for The AAL
International Fund), Distributor, Administrator, Transfer Agent and Custodians)
generally.

We have placed a glossary defining important terms at the end of this
prospectus. If you are unsure of the meaning of any term in the prospectus,
please check the glossary. We also have an Appendix to the prospectus that
describes the Nationally Recognized Statistical Rating Organizations ("NRSROs")
and their ratings for bonds and other debt and money market instruments. If you
are unsure of a rating as described in the prospectus, please refer to the
Appendix.

THE FUNDS
--------------------------------------------------------------------------------

In the prospectus, we provide you with information on: the investment
objectives, policies and risks of investing in the Funds, how to buy and sell
Institutional shares, management and services provided to the Funds and other
information. For more information on the Funds' risks, please remember to read
"Additional Investment Factors and Risks Involved" after reading the separate
Fund descriptions. The table on page three summarizes the Funds available for
your investment.

   
The prospectus describes a separate class of shares for each Fund,
"Institutional" shares, for Lutheran organizations or enterprises with minimum
initial investment in the Funds of $500,000. We designed Institutional shares to
give Lutheran organizations and enterprises (non-natural persons) or financial
institutions acting in a fiduciary or agency capacity for them, a convenient
means of accumulating an interest in The AAL Mutual Funds. We did not design
Institutional shares for individuals, their individual retirement accounts or
trusts designed for the benefit of individuals. Investors in Institutional
shares purchase shares at net asset value. They neither pay initial sales
charges, redemption fees nor "12b-1 distribution or service fees."
    

We also offer Class A and Class B shares of the Funds. We describe Class A and
Class B shares in a separate prospectus. Investors in Class A shares of the
Funds pay a sales charge immediately upon purchase (front-end sales charge).
Investors in Class B shares pay a sales charge when they redeem Class B shares
held for less than five years (contingent deferred sales charge). In addition,
investors pay "12b-1 fees" for Class A and Class B shares. 12b-1 fees are
ongoing asset based fees that we charge for these shares pursuant to a plan to
cover the costs of certain activities related to the distribution and service of
these shares. The performance of the Funds' Class A, Class B and Institutional
shares will vary based on differences in sales charges and fees. For more
information on, and a prospectus for, the Funds' Class A and Class B shares, you
may call the Mutual Funds Service Center at 800-553-6319.

=======================================2========================================

             The AAL Mutual Funds Institutional Shares Prospectus
             
<PAGE>
 
                                                              Prospectus Summary
================================================================================

<TABLE>
<CAPTION> 
                          PRIMARY OBJECTIVE                     PRIMARY INVESTMENTS                 PRIMARY RISKS*
--------------------------------------------------------------------------------------------------------------------------------- 
<S>                       <C>                                   <C>                                 <C> 
   
THE AAL                   Long-Term Capital Growth              Small Company Stocks                Financial and Market
SMALL CAP STOCK FUND                                                                             
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Long-Term Capital Growth              Mid-Sized Company Stocks            Financial and Market
MID CAP STOCK FUND                                                                               
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Long-Term Capital Growth              Foreign Stocks                      Financial, Market and
INTERNATIONAL FUND                                                                                  Foreign Investment 
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Long-Term Capital Growth              Large Company Stocks                Financial and Market
CAPITAL GROWTH FUND                                                                              
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Current Income, Long-Term Income      Income-Producing Securities         Financial, Market and
EQUITY INCOME FUND        Growth and Capital Growth                                                 Interest Rate 
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Long-Term Total Return                Stocks, Bonds and Money             Financial, Market, Interest
BALANCED FUND                                                   Market Instruments                  Rate and Credit
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   High Current Income and Secondarily   Below Investment Grade Bonds        Interest Rate, Credit
HIGH YIELD BOND FUND      Capital Growth                                                            and Market
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Current Income Exempt from            Investment Grade Municipal Bonds    Interest Rate and Credit
MUNICIPAL BOND FUND       Federal Taxes Consistent with    
                          Capital Preservation                                                 
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Current Income Consistent             Investment Grade Bonds              Interest Rate and Credit
BOND FUND                 with Capital Preservation                                              
--------------------------------------------------------------------------------------------------------------------------------- 
THE AAL                   Current Income Consistent with        Money Market Instruments            Interest Rate
MONEY MARKET FUND         Liquidity and Capital Preservation
--------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>
    


                        *YOUR GUIDE TO RISK DISCLOSURE
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                       <C>
Credit Risk.............................................................................        Pages 14, 16, 18, 20, 22, 24

Financial Risk..........................................................................       Pages 4, 6, 10, 12, 14 and 38

Foreign Investment Risk.................................................................                              Page 9

Interest Rate Risk......................................................................       Pages 12, 14, 16, 18, 20, 22,

Market Risk.............................................................................  Pages 4, 6, 10, 13, 14, 16, 23, 39
</TABLE>

=======================================3========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
  The AAL Small Cap Stock Fund
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The AAL Small Cap Stock Fund seeks long-term capital growth by investing
primarily in a diversified portfolio of common stocks and securities convertible
into common stocks, of small companies. By small companies we mean those with
market capitalizations of less than $1 billion.

INVESTMENT POLICIES
--------------------------------------------------------------------------------
Under normal circumstances, we invest at least 65% of the Fund's total assets in
stocks, not including convertible securities, of small companies. Generally, we
focus on companies with market capitalizations ranging from $30 million to $600
million. Small companies tend to be substantially less-seasoned than companies
listed in the S&P 500(R) or the S&P(R) MidCap 400 Index. Small cap companies
trade in the over-the-counter market as well as on U.S. securities exchanges
such as the New York Stock Exchange ("NYSE").

We may invest the remaining 35% of the Fund's total assets in any combination of
additional small cap stocks, larger capitalization stocks and securities
convertible into such stocks. We look for small companies (including companies
initially offering their stocks to the public) that, in our opinion:

1)   are in their early stages of development or positioned in new and emerging
     industries;
2)   have an opportunity for rapid growth;
3)   have capable management; and
4)   are financially sound.

Generally, the investing public does not know as much about or follow the stocks
of small companies as compared to stocks of larger companies. As a result, small
company stocks may provide greater opportunities for long-term capital growth as
a result of the relative inefficiencies in the marketplace.

We tend to sell the stocks of companies when we think that other investments
offer better opportunities. This tendency may, from time to time, cause the Fund
to have short-term gains or losses.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 .  0.75 of 1% on the first $200 million
 .  0.65 of 1% on the average daily net assets over $200 million

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Kevin Schmitting, CFA, has managed the day-to-day Fund investments since its
inception on July 1, 1996. Mr. Schmitting also managed The AAL Mid Cap Stock
Fund from November 1, 1995, through March 17, 1997. Prior to November 1, 1995,
Mr. Schmitting served as investment director and in other investment capacities
for the State of Wisconsin Investment Board beginning in 1984 through October
1995.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
Financial Risk: Small, less-established companies may have relatively lower
revenues, limited product lines, lack of management depth and a lower share of
the market for their products or services than larger companies. Stocks of these
companies present a greater risk of losing value than stocks of larger, more
established companies.

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stock prices rise generally and periods when stock prices decline
generally. Historically, small capitalization stocks have experienced more price
volatility than mid-size and large capitalization stocks. Some of the reasons
they have greater volatility include:

1)  less certain growth prospects of small firms;
2)  lower degree of liquidity in the markets for such stocks; and
3)  greater sensitivity of small companies to changing economic conditions.

As a result, the value of the Fund's investments tends to increase and decrease
substantially more than the stock market in general, as measured by the S&P
500(R). You have a greater risk of losing your money invested in the Fund.

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL Small
Cap Stock Fund.

SHAREHOLDER TRANSACTION EXPENSES

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

=======================================4========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                    The AAL Small Cap Stock Fund
================================================================================


<TABLE>
<CAPTION> 
   
SHAREHOLDER                          INSTITUTIONAL
TRANSACTION EXPENSES                 SHARES
--------------------------------------------------
<S>                                  <C> 
Maximum sales charge                 None
imposed on purchases (as a
percentage of offering price)
--------------------------------------------------
Maximum sales charge                 None
imposed on reinvested
dividends (as a percentage of
net asset value)
--------------------------------------------------
Maximum deferred sales               None
charge (as a percentage of
net asset value)
--------------------------------------------------
Redemption fee (The Funds            None
currently charge $12.00 for
each wire redemption.)
--------------------------------------------------
Exchange fee                         None
==================================================
</TABLE> 
    

ANNUAL FUND OPERATING EXPENSES

The following table reflects an estimate of the annual operating expenses for
the Fund's Institutional shares. Operating expenses are based on and expressed
as a percentage of the Fund's average net assets. Annual operating expenses
include a management fee paid to the Adviser and other expenses for maintaining
shareholder records and furnishing shareholder services, statements and
financial reports.

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING                INSTITUTIONAL
EXPENSES (AS A PERCENTAGE            SHARES
OF AVERAGE NET ASSETS)
--------------------------------------------------
<S>                                  <C>  
Management fee                       .75%
--------------------------------------------------
12b-1 distribution and               None
service fees
--------------------------------------------------
Other expenses                       .21%
--------------------------------------------------
Total Fund Operating Expenses        .96%
==================================================
</TABLE> 

EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE                              INSTITUTIONAL
EXAMPLE                              SHARES
--------------------------------------------------
<S>                                  <C>  
After 1 year                         $10
--------------------------------------------------
After 3 years                        $31
==================================================
</TABLE> 

You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

=======================================5========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
  The AAL Mid Cap Stock Fund
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The AAL Mid Cap Stock Fund seeks long-term capital growth by investing primarily
in a diversified portfolio of common stocks, and securities convertible into
common stocks, of mid-sized companies. By mid-sized companies we mean those with
market capitalizations ranging from $100 million to $5 billion.

INVESTMENT POLICIES
--------------------------------------------------------------------------------
Under normal circumstances, we invest at least 65% of the Fund's total assets in
stocks, not including convertible securities, of mid-sized companies. Generally,
we focus on companies with market capitalizations ranging from $400 million to
$3.5 billion. Mid-sized companies tend to be smaller and less seasoned than
companies listed in the S&P 500(R). These companies may trade in the over-the-
counter market as well as on U.S. national securities exchanges. 

We may invest the remaining 35% of the Fund's total assets in any combination of
additional mid cap stocks, larger capitalization stocks and securities
convertible into such stocks.

We look for mid-sized companies (including companies initially offering their
stocks to the public) that, in our opinion:

1)  have prospects for growth in their sales and earnings;
2)  are in an industry with a good economic outlook;
3)  have higher quality management and more management depth than small 
    companies; and
4)  have a strong financial position.

We usually pick companies in the middle stages of their development. These
companies tend to have established a record of profitability and possess a new
technology, unique product or market niche.

We tend to sell stocks of companies when we think other investments offer better
opportunities. Due to this policy, the Fund may from time to time have short-
term gains or losses.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 . 0.75 of 1% on the first $200 million
 . 0.65 of 1% on average daily net assets over $200 million 

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Michael R. Hochholzer, CFA, has managed the day-to-day Fund investments since
March 1997. Prior to managing the Fund, Mr. Hochholzer served as a securities
analyst and portfolio manager for Aid Association for Lutherans, the parent
company of AAL Capital Management Corporation from 1989.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
Financial Risk: Stocks of mid-sized companies may present a greater risk of
losing value than stocks of larger, more established companies, but may present
less risk than stocks of smaller companies. Mid-sized companies tend to have
relatively smaller revenues, narrower product lines, less management depth and
smaller shares of the market for their products or services than large
companies.

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stock prices rise generally and periods when stock prices decline
generally. Due to the tendency for mid cap stocks to have less liquidity in the
market than large company stocks, the value of the Fund's investments might
increase and decrease more than the stock market in general, as measured by the
S&P 500(R). You could lose money investing in the Fund.

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL Mid
Cap Stock Fund.

=======================================6========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                    The AAL Mid Cap Stock Fund
================================================================================


SHAREHOLDER TRANSACTION EXPENSES

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

<TABLE> 
<CAPTION> 
   
SHAREHOLDER                                                    INSTITUTIONAL
TRANSACTION EXPENSES                                           SHARES
------------------------------------------------------------------------------
<S>                                                            <C> 
Maximum sales charge                                           None
imposed on purchases (as a
percentage of offering price)
------------------------------------------------------------------------------
Maximum sales charge                                           None
imposed on reinvested
dividends (as a percentage of
net asset value)
------------------------------------------------------------------------------
Maximum deferred sales                                         None
charge (as a percentage of
net asset value)
------------------------------------------------------------------------------
Redemption fee (The Funds                                      None
currently charge $12.00 for
each wire redemption.)
------------------------------------------------------------------------------
Exchange fee                                                   None
==============================================================================
</TABLE> 
    


ANNUAL FUND OPERATING EXPENSES

   
The  following  table  reflects  annual   operating   expenses  for  the  Fund's
Institutional  shares.  Operating  expenses  are  based  on and  expressed  as a
percentage of the Fund's average net assets. Annual operating expenses include a
management  fee  paid  to  the  Adviser  and  other  expenses  for   maintaining
shareholder  records  and  furnishing   shareholder  services,   statements  and
financial reports.
    

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING                                          INSTITUTIONAL
EXPENSES (AS A PERCENTAGE                                      SHARES
OF AVERAGE NET ASSETS)
------------------------------------------------------------------------------
<S>                                                            <C> 
Management fee                                                 .69%
------------------------------------------------------------------------------
12b-1 distribution and                                         None
service fees
------------------------------------------------------------------------------
Other expenses                                                 .09%
==============================================================================
Total Fund Operating Expenses                                  .78%
==============================================================================
</TABLE> 

EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE                                                        INSTITUTIONAL
EXAMPLE                                                        SHARES
------------------------------------------------------------------------------
<S>                                                            <C> 
After 1 year                                                   $8
------------------------------------------------------------------------------
After 3 years                                                  $25
==============================================================================
</TABLE> 

You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

================================================================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL International Fund
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------

The Fund seeks long-term capital growth by investing primarily in a diversified
portfolio of foreign stocks.


INVESTMENT POLICIES
--------------------------------------------------------------------------------

Under normal circumstances, we invest at least 65% of the Fund's total assets in
foreign stocks primarily traded in at least three countries, not including the
United States. We may not invest more than 25% of the Fund's assets in any one
country. We do not have any other limitations on how much of its assets it may
invest in securities primarily traded in any one country.

We focus on stocks primarily trading in the United Kingdom, Western Europe,
Australia, Far East, Latin America and Canada. Many of these markets are mature,
while others are emerging (for example, Indonesia and Argentina). We do not have
any limits on the extent to which we can invest in either mature or emerging
markets. We may invest up to 100% of the Fund's total assets in emerging
markets. We have listed the countries and their classifications as mature or
emerging in the Statement of Additional Information. From time to time, we may
invest in securities trading in other countries not listed here or in the
Statement of Additional Information.

Typically, we consider an issuer as domiciled in a particular country if it:

1) is incorporated under the laws of that country;
2) has at least 50% of the value of its assets located in that country; and
3) derives at least 50% of its income from operations or sales in that country.

For issuers that do not meet the above domicile criterion, we make a good-faith
determination based on such factors as the location of issuer's assets,
personnel, sales and earnings.

We may invest the remaining 35% of the Fund's total assets in: additional
foreign stocks; U.S. stocks; structured notes and/or preferred stocks; and up to
20% of the Fund's total assets in U.S. and foreign bonds and other debt
obligations, including lower-rated debt, commonly referred to as "junk bonds"
(i.e., securities rated BB or lower by Standard & Poor's Corporation or Ba or
lower by Moody's Investor Services, Inc.) and unrated securities.

We do not place any restrictions on the debt ratings of securities acquired or
the portion of the Fund's assets we may invest in a particular rating category
for the Fund.

Pending the investment of cash from new sales or to meet ordinary daily cash
needs, we may hold cash temporarily (U.S. dollars, foreign currencies or
multinational foreign currency units) for the Fund. We may invest any portion of
the Fund's total assets in money market instruments.

   
ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------

 . 0.80 of 1% on average daily net assets


ANNUAL SUB-ADVISORY FEE
--------------------------------------------------------------------------------

 . 0.55 of 1% on average daily net assets (payable from the 0.80% Annual
Advisory Fee paid to the Adviser)
    


SUB-ADVISER
--------------------------------------------------------------------------------

We have hired a sub-adviser ("Sub-Adviser"), Societe Generale Asset
Management Corp. ("SoGen"), who, under our direction and control, makes the day-
to-day investment decisions for the Fund. SoGen, 1221 Avenue of the Americas,
New York, New York 10020, is a registered investment adviser that is indirectly
owned by Societe Generale, one of France's largest banks. Under the Sub-Advisory
Agreement, the Sub-Adviser for the Fund, subject to our (the Adviser and Board
of Trustees for the Fund) direction and control determines which securities to
purchase and sell for the Fund, arranges the purchases and sales for the Fund,
and renders other assistance to us in formulating and implementing the
investment program for the Fund.


PORTFOLIO MANAGER
--------------------------------------------------------------------------------

Jean-Marie Eveillard has managed the day-to-day Fund investments since its
inception on August 1, 1995. Mr. Eveillard has served as SoGen's President and
Director since April 1990.


Investment Factors and Risks Involved
--------------------------------------------------------------------------------

   
Foreign Investment Risk: In addition to the risks of investing in stocks of
different sized companies, as highlighted in our other stock fund offerings
(financial and market risks), investors face particular risks associated with
foreign investing. Foreign investment risks include currency, liquidity,
political, economic and market risks, as well as risks associated with
governmental regulation and nonuniform corporate disclosure standards. We may
invest from 0% to 100% of the Fund's net assets in emerging growth countries,
which may entail more risk than investing in mature countries. The greater the
percentage of net assets the Fund invests in emerging countries, the greater the
risks to 
    

================================================================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                    The AAL International Fund
================================================================================


your investment. You may lose money investing in this Fund.


EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------

The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL
International Fund.

SHAREHOLDER TRANSACTION EXPENSES

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

<TABLE> 
<CAPTION> 
   
SHAREHOLDER                                                    INSTITUTIONAL
TRANSACTION EXPENSES                                           SHARES
------------------------------------------------------------------------------
<S>                                                            <C> 
Maximum sales charge                                           None
imposed on purchases (as a
percentage of offering price)
------------------------------------------------------------------------------
Maximum sales charge                                           None
imposed on reinvested
dividends (as a percentage of
net asset value)
------------------------------------------------------------------------------
Maximum deferred sales                                         None
charge (as a percentage of
net asset value)
------------------------------------------------------------------------------
Redemption fee (The Funds                                      None
currently charge $12.00 for
each wire redemption.)
------------------------------------------------------------------------------
Exchange fee                                                   None
==============================================================================
</TABLE> 
    

ANNUAL FUND OPERATING EXPENSES

   
The following  table reflects  annual  operating  expenses paid by the Fund. The
annual operating expenses include a management fee paid to the Adviser and other
expenses  for  maintaining   shareholder  records  and  furnishing   shareholder
services,  statements and financial reports. On December 1, 1997, we reduced the
advisory fee for this Fund.  The table has been restated to reflect this reduced
advisory fee as though it had been in effect for the entire fiscal year.
    

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING                                          INSTITUTIONAL
EXPENSES (AS A PERCENTAGE                                      SHARES
OF AVERAGE NET ASSETS)
------------------------------------------------------------------------------
<S>                                                            <C> 
Management fee                                                 0.80%
------------------------------------------------------------------------------
12b-1 distribution and                                         None
service fees
------------------------------------------------------------------------------
Other expenses                                                 .23%
==============================================================================
Total Fund Operating Expenses                                  1.03%
==============================================================================
</TABLE> 

EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE                                                        INSTITUTIONAL
EXAMPLE                                                        SHARES
------------------------------------------------------------------------------
<S>                                                            <C> 
   
After 1 year                                                   $13
------------------------------------------------------------------------------
After 3 years                                                  $40
==============================================================================
</TABLE> 
    


You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

================================================================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Capital Growth Fund
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The AAL Capital Growth Fund seeks long-term capital growth by investing
primarily in a diversified portfolio of common stocks and securities convertible
into common stocks.

INVESTMENT POLICIES
--------------------------------------------------------------------------------
Under normal circumstances, we invest at least 65% of the Fund's total assets in
common stocks, not including convertible securities. Generally, we focus on
dividend-paying stocks issued by companies with earnings growth per share higher
than earnings growth per share of the S&P 500(R). In selecting stocks, we look
for quality, operating growth predictability and financial strength.

We may invest the remaining 35% of the Fund's total assets in additional common
stocks, preferred stocks and bonds. The Fund does not invest in bonds for
capital growth or for long time periods. We limit our investments in convertible
securities to no more than 5% of the Fund's net assets.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 . 0.70 of 1% on the first $250 million
 . 0.65 of 1% on the next $250 million
 . 0.575 of 1% on the next $500 million
 . 0.50 of 1% on average daily net assets over $1 billion

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Frederick L. Plautz has managed the day-to-day Fund investments since November
1, 1995. Prior to managing the Fund, Mr. Plautz served as vice president and
portfolio manager for Federated Investors from 1990 through October 1995.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
Financial Risk: Many factors affect an individual company's performance, such as
management or the demand for a company's products or services and company
performance affects the value of stocks in the Fund's portfolio.

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stock prices rise generally and periods when stock prices decline
generally. The value of the Fund's investments may increase and decrease more
than the stock market in general, as measured by the S&P 500(R). You could lose
money investing in the Fund.

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL
Capital Growth Fund.

SHAREHOLDER TRANSACTION EXPENSES
--------------------------------------------------------------------------------
Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

<TABLE> 
<CAPTION> 
   
SHAREHOLDER                                         INSTITUTIONAL
TRANSACTION EXPENSES                                SHARES
--------------------------------------------------------------------------------
<S>                                                 <C> 
Maximum sales charge                                None
imposed on purchases (as a
percentage of offering price)
--------------------------------------------------------------------------------
Maximum sales charge                                None
imposed on reinvested
dividends
--------------------------------------------------------------------------------
Maximum deferred sales charge                       None
--------------------------------------------------------------------------------
Redemption fee (The Funds                           None
currently charge $12.00 for
each wire redemption.)
--------------------------------------------------------------------------------
Exchange fee                                        None
================================================================================
</TABLE> 
    

=====================================10=========================================
             The AAl Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                     The AAL Capital Growth Fund
================================================================================


ANNUAL FUND OPERATING EXPENSES

   
The  following  table  reflects  annual   operating   expenses  for  the  Fund's
Institutional  shares.  Operating  expenses  are  based  on and  expressed  as a
percentage of the Fund's average net assets. Annual operating expenses include a
management  fee  paid  to  the  Adviser  and  other  expenses  for   maintaining
shareholder  records  and  furnishing   shareholder  services,   statements  and
financial reports.
    

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING                               INSTITUTIONAL
EXPENSES (AS A PERCENTAGE                           SHARES
OF AVERAGE NET ASSETS)
--------------------------------------------------------------------------------
<S>                                                 <C> 
Management fee                                      .58%
--------------------------------------------------------------------------------
12b-1 distribution and                              None
service fees
--------------------------------------------------------------------------------
Other expenses                                      .05%
--------------------------------------------------------------------------------
Total Fund Operating Expenses                       .63%
================================================================================
</TABLE> 

EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE                                             INSTITUTIONAL
EXAMPLE                                             SHARES  
--------------------------------------------------------------------------------
<S>                                                 <C>   
After 1 year                                        $7
--------------------------------------------------------------------------------
After 3 years                                       $21
================================================================================
</TABLE> 
YOU SHOULD USE THE EXPENSE EXAMPLE FOR COMPARISON PURPOSES ONLY. IT DOES NOT
REPRESENT THE FUND'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

======================================11========================================
                                        
             The AAl Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Equity Income Fund
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The AAL Equity Income Fund seeks current income, long-term income growth and
capital growth by investing primarily in a diversified portfolio of income-
producing equity securities. By "income-producing equity securities," we mean
equity securities, including securities exchangeable or convertible into equity
securities, that offer dividend yields that exceed the average dividend yields
on stocks comprising the S&P 500(R).

INVESTMENT POLICIES
--------------------------------------------------------------------------------
Under normal circumstances, we invest at least 65% of the Fund's total assets in
income-producing equity securities. We may invest the remainder of the Fund's
total assets, in whole or in part, in additional income-producing equity
securities, bonds and commercial paper.

In selecting equity securities for the Fund, we look for companies that:

1)    have a good growth rate and return on capital;
2)    have favorable aspects for future growth and dividends;
3)    are financially sound;
4)    have high-quality management; and
5)    are in a favorable competitive environment.

We buy bonds, including convertible securities, if, at the time of purchase at
least two NRSROs have rated them investment grade; or, if unrated, we have
determined them to be of investment grade. We may invest up to 5% of the Fund's
total assets in such securities rated below investment grade. We buy commercial
paper rated in the top two categories by an NRSRO. We may buy unrated commercial
paper, if we determine the commercial paper is investment grade.

Although we do not intend to do so at this time, we may invest up to 15% of the
Fund's net assets in securities located outside the United States. Without
regard to the 15% limitation, we may invest in foreign securities domestically
through depository receipts (i.e., American Depository Receipts ("ADRs")) and
securities of foreign issuers traded on a U.S. national securities exchange or
the NASDAQ National Market System.

We expect to realize income from dividends earned on equity investments and
interest earned on debt securities. We seek capital appreciation by attempting
to select income-producing equity securities that we believe are under-priced
relative to the securities of companies with comparable fundamentals.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 . 0.50 of 1% on the first $250 million
 . 0.45 of 1% on average daily net assets over $250 million

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Lewis Alexander Bohannon, CFA, has managed the day-to-day Fund investments since
November 1, 1995. From 1980 through 1994, Mr. Bohannon was at Cigna Corporation,
serving as managing director and portfolio manager from 1990 to 1994.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
Although we intend to diversify the Fund's investments in securities across many
different industries, income-producing equity securities tend to be more
prevalent in some market sectors than others. The higher dividend yielding
securities included in the S&P 500(R) are found primarily in the services
(communications and retail), energy, utilities, financial services and consumer
noncyclical and cyclical market sectors. Accordingly, our investments for the
Fund may tend to emphasize certain market sectors more than others.

FINANCIAL RISK: THE MARKET SECTORS in which companies tend to issue income-
producing equity securities usually have high operating, interest and other
regulatory expenses, such as the public utilities industry. Also, some of these
sectors are maturing, meaning that growth is peaking. Companies in these market
sectors often use their profits or paying higher dividends rather than
reinvesting for company growth. As a result, income-producing equity securities
typically have lower capital growth potential than equity securities in other
sectors. Capital growth for many income-producing equity securities typically
corresponds to the company's competitive position, in particular its capability
to capture market share from its competitors.

Interest Rate Risk: Like bonds, changes in the level of interest rates affect
the value of income-producing equity securities and the value of the Fund as a
whole.

Market Risk: Market cycles affect all equity securities over time, with periods
when stock prices rise generally and periods when stock prices decline
generally. However, income-producing equity securities may rise less and fall
less than the market as a whole because of the higher income component of these
securities. You still could lose money investing in the Fund.

=========================================12=====================================

             The AAl Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                      The AAL Equity Income Fund
================================================================================


TRANSITIONAL RESTRUCTURING OF INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------
As of September 1, 1997, the Fund seeks to achieve its objective by investing in
income-producing equity securities in a variety of industries rather than by
concentrating investments in the public utilities industry. Over a period of six
months to one year from September 1, 1997, we plan to sell some utilities
positions in favor of non-utilities positions to reduce the Fund's concentration
in, and exposure to, the utilities industry. This gradual reduction in the level
of concentration in utilities will give us the flexibility to spread the
recognition of capital gains over more than one tax year, if it is desirable to
do so. Because companies in the utilities industry still tend to offer higher
dividends on their equity securities than companies in other industries,
reducing our concentration in this industry may reduce the dividend yield on the
Fund, and therefore current income in the short term.

For information on risks associated with concentrating in utilities securities
during the transitional period, please see "Additional Investment Factors and
Risks Regarding the Funds."

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL Equity
Income Fund.

SHAREHOLDER TRANSACTION EXPENSES
Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

<TABLE> 
<CAPTION> 
SHAREHOLDER                                                      INSTITUTIONAL
TRANSACTION EXPENSES                                             SHARES
--------------------------------------------------------------------------------
<S>                                                              <C>  
Maximum sales charge                                             None
imposed on purchases (as a
percentage of offering price)
--------------------------------------------------------------------------------
Maximum sales charge                                             None
imposed on reinvested
dividends (as a percentage of
net asset value)
--------------------------------------------------------------------------------
Maximum deferred sales                                           None
charge (as a percentage of
net asset value)
--------------------------------------------------------------------------------
Redemption fee (The Funds                                        None
currently charge $12.00 for
each wire redemption.)
--------------------------------------------------------------------------------
Exchange fee                                                     None
================================================================================
</TABLE> 

ANNUAL FUND OPERATING EXPENSES

   
The  following  table  reflects  an annual  operating  expenses  for the  Fund's
Institutional  shares.  Operating  expenses  are  based  on and  expressed  as a
percentage of the Fund's average net assets. Annual operating expenses include a
management  fee  paid  to  the  Adviser  and  other  expenses  for   maintaining
shareholder  records  and  furnishing   shareholder  services,   statements  and
financial reports.
    

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING                                            INSTITUTIONAL
EXPENSES (AS A PERCENTAGE                                        SHARES
OF AVERAGE NET ASSETS)
--------------------------------------------------------------------------------
<S>                                                              <C> 
Management fee                                                   .50%
--------------------------------------------------------------------------------
12b-1 distribution and                                           None
service fees
--------------------------------------------------------------------------------
Other expenses                                                   .12%
--------------------------------------------------------------------------------
Total Fund Operating Expenses                                    .62%
================================================================================
</TABLE> 

EXPENSE EXAMPLE
The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE                                                          INSTITUTIONAL
EXAMPLE                                                          SHARES
--------------------------------------------------------------------------------
<S>                                                              <C> 
After 1 year                                                     $6
--------------------------------------------------------------------------------
After 3 years                                                    $20
================================================================================
</TABLE> 

You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.
                                      
======================================13========================================

             THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
The AAL Balanced Fund
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The AAL Balanced Fund seeks long-term total return through a balance between
income and the potential for long-term capital growth by investing primarily in
a diversified portfolio of common stocks, bonds and money market instruments. We
select these investments consistent with the investment policies of The AAL
Capital Growth, Bond and Money Market Funds, respectively.

INVESTMENT POLICIES
--------------------------------------------------------------------------------
Under normal circumstances, we invest 50 to 60% of the Fund's total assets in
common stocks, 30 to 40% in fixed-income securities and 0 to 20% in money market
instruments. We will, however, at all times maintain an investment mix within
the following ranges:

1)   35 to 75% common stocks;
2)   25 to 50% in fixed-income securities; and
3)   0 to 40% in money market
instruments.
We select investments for The AAL Balanced Fund in the following three market
sectors:

1)   common stocks, including the
     securities in which The AAL Capital Growth Fund may invest;
2)   bonds and other debt securities with maturities generally exceeding one
     year, including securities in which The AAL Bond Fund may invest; and
3)   money market instruments and
     other debt securities with maturities generally not exceeding 397 days,
     including the securities in which The AAL Money Market Fund may invest.
   
    

We periodically review and adjust the mix of investments among three market
sectors to capitalize on potential variations in returns produced by the
interaction of changing financial markets and economic conditions. Changes in
the investment mix may occur several times within a year or over several years
depending on market and economic conditions.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 . 0.60 of 1% on average daily net assets

PORTFOLIO MANAGERS
--------------------------------------------------------------------------------
Frederick L. Plautz, manager of The AAL Capital Growth Fund and Michael R. Hilt,
manager of The AAL Bond and Money Market Funds, will serve as co-managers of the
Fund.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
STOCK INVESTMENTS

Financial Risk: Many factors affect an individual company's performance, such as
management or the demand for a company's products or services and company
performance affects the value of stocks in the Fund's portfolio.

Market Risk: Over time, the stock market tends to move in cycles, with periods
when stocks prices rise generally and periods when stocks prices decline
generally. The value of the Fund's investments may increase or decrease more
than the stock market in general, as measured by the S&P 500(R). Since we invest
35 to 75% of the Fund's assets in stocks, fluctuating stock prices will have a
significant impact on the Fund's value (the price of the Fund's shares). You
could lose money investing in the Fund.

BOND AND MONEY MARKET INSTRUMENT INVESTMENTS

Interest Rate Risk: Changes in interest rate levels affect the value of bonds
and money market instruments in the portfolio and the value of the Fund as a
whole.

Credit Risk: The creditworthiness
of bond issuers will affect the value of their bonds and money market
instruments, which may decline during the Fund's holding periods and affect the
value of the Fund as a whole.

======================================14========================================

             THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
                                                           The AAL Balanced Fund
================================================================================


ASSET ALLOCATION
We may shift the portfolio's asset mix of stocks, bonds and money market
instruments based on existing or anticipated market conditions. The returns you
receive will depend on how we have allocated the Fund's investments across these
asset categories. As the allocation fluctuates over time your returns will
fluctuate.

The Fund seeks total return, consisting of capital appreciation, current income
and long-term income growth, by following an asset allocation strategy. The
Fund, however, may not achieve as high a level of either capital appreciation or
income as a Fund that has only one of these as a primary objective.

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL
Balanced Fund.

SHAREHOLDER TRANSACTION EXPENSES
Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

<TABLE> 
<CAPTION> 
   
SHAREHOLDER                                                 INSTITUTIONAL
TRANSACTION EXPENSES                                        SHARES
--------------------------------------------------------------------------------
<S>                                                         <C> 
Maximum sales charge                                        None
imposed on purchases (as a
percentage of offering price)
--------------------------------------------------------------------------------
Maximum sales charge                                        None
imposed on reinvested
dividends (as a percentage of
net asset value)
--------------------------------------------------------------------------------
Maximum deferred sales                                      None
charge (as a percentage of
net asset value)
--------------------------------------------------------------------------------
Redemption fee (The Funds                                   None
currently charge $12.00 for
each wire redemption.)
--------------------------------------------------------------------------------
Exchange fee                                                None
================================================================================
</TABLE> 

ANNUAL FUND OPERATING EXPENSES
The following table reflects annual operating expenses for the Fund's
Institutional shares. Operating expenses are based on and expressed as a
percentage of the Fund's average net assets. Annual operating expenses include a
management fee paid to the Adviser and other expenses for maintaining
shareholder records and furnishing shareholder services, statements and
financial reports.
    

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING                                            INSTITUTIONAL
EXPENSES (AS A PERCENTAGE                                        SHARES
OF AVERAGE NET ASSETS)
--------------------------------------------------------------------------------
<S>                                                              <C>  
Management fee                                                   .60%
--------------------------------------------------------------------------------
12b-1 distribution and                                           None
service fees
--------------------------------------------------------------------------------
Other expenses (after
expense reimbursement)                                           .40%
--------------------------------------------------------------------------------
Total Fund Operating Expenses*                                   1.00%
================================================================================
</TABLE> 

   
*The Adviser will reimburse  "Total Fund Operating  Expenses" in excess of 1.00%
at least through fiscal year end.
    

EXPENSE EXAMPLE
The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE                                                     INSTITUTIONAL
EXAMPLE                                                     SHARES
--------------------------------------------------------------------------------
<S>                                                         <C> 
After 1 year                                                $9
--------------------------------------------------------------------------------
After 3 years                                               $30
================================================================================
</TABLE> 

You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

======================================15========================================

             THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
The AAL High Yield Bond Fund
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The AAL High Yield Bond Fund seeks high current income and secondarily capital
growth by investing primarily in a diversified portfolio of high risk, high
yield bonds commonly referred to as "junk bonds." The Fund actively seeks to
achieve the secondary objective of capital growth to the extent it is consistent
with the primary objective of high current income.

INVESTMENT POLICIES
--------------------------------------------------------------------------------
Under normal circumstances, we invest at least 65% of the Fund's total assets in
high yield bonds. By high yield bonds, we mean debt securities rated below
investment grade by a NRSRO, such as Ba or lower by Moody's Investors Services,
Inc. ("Moody's") or BB or lower by Standard & Poor's Ratings Group ("S&P"), or,
if unrated, of comparable quality as we determine. Please refer to the Appendix
for information on NRSROs and their credit ratings. We define high yield bonds
to include: fixed, variable, floating rate and deferred interest debt
obligations; zero coupon bonds; pay-in-kind bonds; asset and mortgage-backed
debt obligations; structured debt obligations; and convertible bonds.

We invest the remaining 35% of the Fund's total assets in any combination of:
1)   additional high yield bonds;
2)   investment grade bonds;
3)   common and preferred stocks (including structured preferred stocks); and
4)   securities issued or guaranteed by the U.S. government, its agencies or
     instrumentalities ("U.S. Government Obligations").

We may invest up to 20% of the Fund's net assets in bonds of foreign issuers.

In evaluating the quality of a particular high yield bond for investment in the
Fund, we do not rely exclusively on ratings assigned by the NRSROs. In
appropriate circumstances, we perform our own credit analysis. We consider the
issuer's:

1)   financial resources;
2)   operating history;
3)   sensitivity to economic conditions and trends;
4)   management's abilities;
5)   debt maturity schedules;
6)   borrowing requirements; and
7)   relative values based on anticipated cash flow, interest and asset
     coverages and earnings prospects.

We attempt to identify those issuers of high yield bonds whose financial
condition is adequate to meet future obligations, has improved or is expected to
improve in the future. However, we do not have restrictions on the rating level
of the securities in the Fund's portfolio and may purchase and hold securities
in default.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 . 0.60 of 1% on average daily net assets

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Dave Carroll, CFA, has managed the day-to-day Fund investments since its
inception on January 8, 1997. Prior to managing the Fund, he served as an
analyst and trader for Cargill Financial Services from January through September
1996. From 1986 to August 1995 he was a second vice president and portfolio
manager for Fortis Advisers, Inc.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
Interest Rate Risk: Changes in interest rate levels affect the value of the
bonds in the portfolio and the value of the Fund as a whole.

Credit Risk: The primary risk of investing in the high yield sector is the
credit risk. Bonds rated below investment grade have greater risks of default
than investment grade bonds and, may in fact, be in default.

Market Risk: Frequently, high yield bonds have a less liquid resale market than
the market for investment grade bonds. In some cases, these bonds have no resale
market at all. As a result, we may have difficulty valuing portfolio securities,
choosing the securities to sell to meet redemption requests and/or selling or
disposing of portfolio securities on favorable terms.

The high yield market has in the past, and may in the future, experience market
risk due to adverse publicity and investor perceptions, whether or not based on
fundamental analysis, decreasing market values and liquidity, especially on the
lesser traded issues. In the past, Congress has attempted restricting the
advantages of high yield bonds and similar attempts could occur in the future.

======================================16========================================

             THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
                                                    The AAL High Yield Bond Fund
================================================================================

The monthly weighted average composition of the Fund's portfolio for the period
from inception on January 8, 1997, through the end of the fiscal year on April
30, 1997, was:

INVESTMENT GRADE    PERCENTAGE 
                    OF PORTFOLIO
--------------------------------
BB                  25.0%
------------------------------
B                   73.0%  
------------------------------
CCC                 1.0%  
------------------------------
CC                  0%    
------------------------------
C                   0%    
------------------------------
D                   0%    
------------------------------
Non-rated           1.0%  
------------------------------
Subtotal            100%   
------------------------------
U.S. governments,   0%
equities and others
------------------------------

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL High
Yield Bond Fund.

SHAREHOLDER TRANSACTION EXPENSES

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

SHAREHOLDER                       INSTITUTIONAL
TRANSACTION EXPENSES              SHARES       
-----------------------------------------------
Maximum sales charge              None
imposed on purchases (as a
percentage of offering price)
-----------------------------------------------
Maximum sales charge              None
imposed on reinvested
dividends (as a percentage of
net asset value)
-----------------------------------------------
Maximum deferred sales            None
charge (as a percentage of
net asset value)
-----------------------------------------------
Redemption fee (The Funds         None
currently charge $12.00 for
each wire redemption.)
-----------------------------------------------
Exchange fee                      None
-----------------------------------------------

ANNUAL FUND OPERATING EXPENSES

   
     The  following  table  reflects  annual  operating  expenses for the Fund's
Institutional  shares.  Operating  expenses  are  based  on and  expressed  as a
percentage of the Fund's average net assets. Annual operating expenses include a
management  fee  paid  to  the  Adviser  and  other  expenses  for   maintaining
shareholder  records  and  furnishing   shareholder  services,   statements  and
financial  reports.  We are  reimbursing  the Fund's expenses to maintain "Total
Fund Operating Expenses" at .75% or lower for Institutional shares.  Percentages
shown for "Other  Expenses"  are based on amounts  incurred in the prior  fiscal
year. Without the expense  reimbursements,  "Total Fund Operating  Expenses" are
estimated to be 1.03%. We anticipate these  reimburesements  continuing  through
fiscal year end.

ANNUAL FUND OPERATING             INSTITUTIONAL
EXPENSES (AS A PERCENTAGE         SHARES
OF AVERAGE NET ASSETS)
------------------------------------------------
Management fee                    .60%
------------------------------------------------
12b-1 distribution and            None
service fees
------------------------------------------------
Other expenses
(after reimbursements)            .15%
------------------------------------------------
Total Fund Operating Expenses
(after reimbursements)            .75%
    



EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

EXPENSE         INSTITUTIONAL
EXAMPLE         SHARES
-----------------------------
After 1 year    $8
-----------------------------
After 3 years   $25
-----------------------------
You should use the expense example for comparison purposes only. It does not
represent the Fund's actual
expenses and returns, either past or future. Actual expenses may be greater or
less than those shown.

======================================17========================================
             THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
The AAL Municipal Bond Fund
================================================================================

INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------

The AAL Municipal Bond Fund seeks a high level of current income exempt from
federal income taxes, consistent with capital preservation by investing
primarily in a diversified portfolio of municipal securities. 

INVESTMENT POLICIES
--------------------------------------------------------------------------------

Under normal circumstances, we invest at least 80% of the Fund's net assets in
municipal bonds where the income is exempt from federal income tax. Of the 80%
invested in municipal bonds, we invest at least 75% of them in bonds rated
within the three highest rating categories assigned by at least one NRSRO at the
time of purchase.

State and local governments and municipalities issue municipal bonds to raise
money for a variety of public purposes, including general financing for state
and local governments or financing for specific projects or public facilities. A
municipality may issue municipal bonds in anticipation of future revenues from a
specific municipal project (revenue bonds), or backed by the full taxing power
of a municipality (general obligation bonds), or from the revenues of a specific
project on the credit of a private organization (industrial development bonds).
Federal law generally exempts the interest paid on municipal bonds from federal
income taxes.

We may invest 25% or more of the Fund's total assets in industrial development
bonds. The Fund tries not to invest more than 25% of its total assets in
municipal bonds that are so closely related that an economic, business or
political development affecting one bond could also affect the others.

We may purchase certain tax-exempt bonds that involve a private purpose. The
interest paid on these private activity bonds are subject to the alternative
minimum tax ("AMT paper"). We limit our purchases of AMT paper to 25% of the
Fund's total assets. 

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 . 0.50 of 1% on the first $250 million
 . 0.45 of 1% on average daily net assets over $250 million.

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Duane A. McAllister, CFA, has managed the day-to-day Fund investments since
April 1994. Prior to joining AAL Capital Management Corporation on November 1,
1995, he managed the Fund while serving as vice president of Duff & Phelps
Investment Management Co. For the five-year period before managing the Fund, Mr.
McAllister managed portfolios for the Northern Trust Company and First National
Bank and Trust in Rockford, Illinois.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
Interest Rate Risk: Changes in interest rate levels affect the value of the
bonds in the portfolio and the value of the Fund as a whole.

Credit Risk: The creditworthiness of bond issuers will affect the value of their
bond, which may decline during the Fund's holding periods and affect the value
of the Fund as a whole.

Tax Rates: Changes in federal income tax rates may affect both the net asset
value and the Fund's taxable equivalent interest. 

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL
Municipal Bond Fund.

======================================18========================================
             THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
                                                     The AAL Municipal Bond Fund
================================================================================

SHAREHOLDER TRANSACTION EXPENSES

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

   
SHAREHOLDER                   INSTITUTIONAL
TRANSACTION EXPENSES          SHARES
--------------------------------------------
Maximum sales charge          None
imposed on purchases (as a
percentage of offering price)
--------------------------------------------
Maximum sales charge          None
imposed on reinvested
dividends (as a percentage of
net asset value)
--------------------------------------------
Maximum deferred sales        None
charge (as a percentage of
net asset value)
--------------------------------------------
Redemption fee (The Funds     None
currently charge $12.00 for
each wire redemption.)
--------------------------------------------
Exchange fee                  None
--------------------------------------------
    

ANNUAL FUND OPERATING EXPENSES

   
The following table reflects annual operating expenses paid by the Fund.  The
annual operating expenses include a management fee paid to the Adviser, 12b-1
distribution and service fees and other expenses for maintaining shareholder
records and furnishing shareholder services, statements and financial reports.
On September 1, 1997, we reduced the advisory fee for this Fund. The table has
been restated to reflect this reduced advisory fee as though it had been in
effect for the entire fiscal year.
    

ANNUAL FUND OPERATING          INSTITUTIONAL
EXPENSES (AS A PERCENTAGE      SHARES
OF AVERAGE NET ASSETS)
--------------------------------------------
Management fee                 .46%
--------------------------------------------
12b-1 distribution and         None
service fees
--------------------------------------------
Other expenses                 .07%
--------------------------------------------
Total Fund Operating Expenses  .53%
--------------------------------------------

EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

EXPENSE         INSTITUTIONAL
EXAMPLE         SHARES
-----------------------------
After 1 year    $6
-----------------------------
After 3 years   $17
-----------------------------
You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

======================================19========================================
               THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
The AAL Bond Fund
================================================================================

INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The AAL Bond Fund seeks a high level of current income, consistent with capital
preservation by investing primarily in a diversified portfolio of investment
grade bonds.

INVESTMENT POLICIES
--------------------------------------------------------------------------------
Under normal circumstances, we invest at least 65% of the Fund's total assets
in:
1)   bonds of U.S. and foreign issuers payable in U.S. dollars rated within the
     four highest rating categories by at least two NRSROs at the time of
     purchase; and

2)   bonds or other securities issued or guaranteed by the U.S. government, its
     agencies or instrumentalities, primarily those securities supported by the
     full faith and credit of the U.S. Treasury.

We may invest the remaining 35% of the Fund's total assets in:

1)   privately issued or guaranteed mortgage-related securities rated within the
     four highest categories by at least two NRSROs or unrated mortgage-related
     securities, if we determine at the time of purchase these securities have
     credit equal to these ratings;

2)   commercial paper in the highest rating category by an NRSRO, or commercial
     paper issued or guaranteed by a corporation who has outstanding debt rated
     in the two highest categories by an NRSRO at the time of purchase;

3)   bank obligations, including repurchase agreements, of banks having total
     assets in excess of $1 billion; and

4)   corporate obligations, including variable rate master notes, rated in the
     two highest categories by an NRSRO, or issued by a corporation whose
     outstanding debt has an equal or better rating at the time of purchase.

Although we have no restrictions on the maturity of the debt securities in the
portfolio, generally we maintain a weighted average effective maturity of
between 5 and 10 years. We use the effective maturity of a debt security in
calculating weighted average effective maturity, which takes into account
projected prepayments, call dates, put dates and sinking funds, if any, that
reduce the stated maturity date on the bond.

We anticipate that during normal market conditions the average portfolio
maturity of the Fund will not exceed 20 years. We use the stated final maturity
date of a security in calculating average maturity, notwithstanding earlier call
dates and possible prepayments.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------
 . 0.50 of 1% on the first $250 million
 . 0.45 of 1% on average daily net assets over $250 million

PORTFOLIO MANAGER
--------------------------------------------------------------------------------
Michael R. Hilt, CFA, has managed the day-to-day Fund investments since November
1, 1995. From April 1994 through August 1995, Mr. Hilt served as portfolio
manager and quantitative analyst for Conseco Capital Management, Inc. From
August 1992 through April 1994, he served as a portfolio manager and
quantitative analyst for PPM America, Inc. Mr. Hilt also manages The AAL Money
Market Fund.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------
Interest Rate Risk: Changes in interest rate levels affect the value of the
bonds in the portfolio and the value of the Fund as a whole. 

Credit Risk: The creditworthiness of bond issuers will affect the value of their
bonds, which may decline during the Fund's holding periods and affect the value
of the Fund as a whole. 

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------
The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in Institutional shares for The AAL Bond
Fund.

SHAREHOLDER TRANSACTION EXPENSES

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

   
SHAREHOLDER                    INSTITUTIONAL   
TRANSACTION EXPENSES           SHARES
--------------------------------------------------------------------------------
Maximum sales charge           None
imposed on purchases (as a
percentage of offering price)
--------------------------------------------------------------------------------
Maximum sales charge           None
imposed on reinvested
dividends (as a percentage of
net asset value)
--------------------------------------------------------------------------------
Maximum deferred sales         None
charge (as a percentage of
net asset value)
--------------------------------------------------------------------------------
Redemption fee (The Funds      None
currently charge $12.00 for
each wire redemption.)
--------------------------------------------------------------------------------
Exchange fee                   None
--------------------------------------------------------------------------------
    

======================================20========================================
             THE AAL MUTUAL FUNDS INSTITUTIONAL SHARES PROSPECTUS
<PAGE>
 
                                                               THE AAL BOND FUND
================================================================================


ANNUAL FUND OPERATING EXPENSES

   
The following table reflects annual operating expenses paid by the Fund. The
annual operating expenses include a management fee paid to the Adviser, 12b-1
distribution and service fees and other expenses for maintaining shareholder
records and furnishing shareholder services, statements and financial reports.
On September 1, 1997, we reduced the advisory fee for this Fund. The table has
been restated to reflect this reduced advisory fee as though it had been in
effect for the entire fiscal year.
    

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING              INSTITUTIONAL
EXPENSES (AS A PERCENTAGE          SHARES
OF AVERAGE NET ASSETS)
------------------------------------------------
<S>                                <C> 
Management fee                     .48%
------------------------------------------------
12b-1 distribution None            None
service fees
------------------------------------------------
Other expenses                     .06%
------------------------------------------------
Total Fund Operating Expenses      .54%
------------------------------------------------
</TABLE> 

EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE             INSTITUTIONAL
EXAMPLE             SHARES      
---------------------------------
<S>                 <C> 
After 1 year        $6          
---------------------------------
After 3 years       $18          
---------------------------------
</TABLE> 

You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

======================================21========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
  THE AAL MONEY MARKET FUND
================================================================================


INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------

The AAL Money Market Fund seeks a high level of current income, consistent with
liquidity and the preservation of capital, by investing in a diversified
portfolio of high-quality, short-term money market instruments.

INVESTMENT POLICIES
--------------------------------------------------------------------------------

We invest in short-term money market instruments for the Fund, such as:

1)   obligations issued or guaranteed by the U.S. government, its agencies or
     instrumentalities;
2)   certificates of deposit, bankers acceptances and similar obligations of
     U.S. banks, savings associations, foreign branches of U.S. banks and
     domestic branches of foreign banks, which have total assets of more than $1
     billion at the time of purchase, and who are members of the Federal Deposit
     Insurance Corporation ("FDIC");
3)   commercial paper that at the time of purchase is defined as "First Tier" or
     "Second Tier" by the Investment Company Act of 1940, as long as we do not
     invest more than 5% of the Fund's total assets in Second Tier commercial
     paper; and
4)   corporate obligations, including variable rate master notes that at the
     time of purchase are in one of the two highest categories of a NRSRO, or,
     if unrated, issued by a corporation with outstanding debt that has an
     equivalent or better rating at the time of purchase.

We make investments for the Fund consistent with Rule 2a-7 under the Investment
Company Act of 1940. As such, we invest in securities maturing in 397 days or
less and maintain a dollar-weighted average portfolio maturity of not more than
90 days. By limiting the maturity of the Fund's investments, we seek to lessen
the changes in asset values caused by fluctuations in short-term interest rates.
To the extent it is practical, we try to maintain a constant net asset value per
share of $1.00 for the Fund.

We may purchase participation interests (interests in securities held by others)
in securities we are authorized to invest for the Fund as described above.

The U.S. government neither insures nor guarantees the investments in this Fund.

ANNUAL ADVISORY FEE
--------------------------------------------------------------------------------

 . 0.50 of 1% on the first $500 million
 . 0.45 of 1% on average daily net assets over $500 million

PORTFOLIO MANAGER
--------------------------------------------------------------------------------

Michael R. Hilt, CFA, has managed the day-to-day Fund investments since November
1, 1995. From April 1994 through August 1995, Mr. Hilt served as portfolio
manager and quantitative analyst for Conseco Capital Management, Inc. From
August 1992 through April 1994, he served as a portfolio manager and
quantitative analyst for PPM America, Inc.

INVESTMENT FACTORS AND RISKS INVOLVED
--------------------------------------------------------------------------------

Interest Rate Risk: Changes in interest rate levels affect the yield.

Credit Risk: The Fund carries the risk that the creditworthiness of some
securities issuers may decline during the Fund's holding period.

EXPENSE SUMMARIES AND EXAMPLE
--------------------------------------------------------------------------------

The following expense summaries and example should assist you in understanding
the various recurring and non-recurring costs and expenses you may directly or
indirectly incur with your investment in The AAL Municipal Bond Fund.

SHAREHOLDER TRANSACTION EXPENSES
--------------------------------------------------------------------------------

Shareholder transaction expenses are charges you pay when you buy or sell shares
of the Fund. You do not pay any charges when you buy or sell Institutional
shares of the Fund.

<TABLE> 
<CAPTION> 
   
SHAREHOLDER                        INSTITUTIONAL
TRANSACTION EXPENSES               SHARES
------------------------------------------------
<S>                                <C> 
Maximum sales charge               None
imposed on purchases (as a
percentage of offering price)
------------------------------------------------
Maximum sales charge               None
imposed on reinvested
dividends (as a percentage of
net asset value)
------------------------------------------------
Maximum deferred sales             None
charge (as a percentage of
net asset value)
------------------------------------------------
Redemption fee (The Funds          None
currently charge $12.00 for
each wire redemption.)
------------------------------------------------
Exchange fee                       None
------------------------------------------------
</TABLE> 
    

======================================22========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                       THE AAL MONEY MARKET FUND
================================================================================

ANNUAL FUND OPERATING EXPENSES

   
The  following  table  reflects  annual   operating   expenses  for  the  Fund's
Institutional  shares.  Operating  expenses  are  based  on and  expressed  as a
percentage of the Fund's average net assets. Annual operating expenses include a
management  fee  paid  to  the  Adviser  and  other  expenses  for   maintaining
shareholder  records  and  furnishing   shareholder  services,   statements  and
financial reports. We are waiving 0.225 of 1% of the 0.50 of 1% maximum advisory
fee we could  charge for the Fund.  As a result,  we are  charging a 0.275 of 1%
management  fee.  Percentages  shown for "Other  Expenses"  are based on amounts
incurred in the prior  fiscal  year.  Without the expense  waivers,  "Total Fund
Operating  Expenses"  are  estimated  to be  0.51%.  We  anticipate  the  waiver
continuing through the fiscal year end.
    

<TABLE> 
<CAPTION> 
ANNUAL FUND OPERATING                   INSTITUTIONAL
EXPENSES (AS A PERCENTAGE               SHARES
OF AVERAGE NET ASSETS)
-----------------------------------------------------
<S>                                     <C> 
Management fee                          .28%
(after fee waiver)
-----------------------------------------------------
12b-1 distribution and                  None
service fees
-----------------------------------------------------
Other expenses                          .01%
-----------------------------------------------------
Total Fund Operating Expenses
(after fee waiver)                      .29%
-----------------------------------------------------
</TABLE> 

EXPENSE EXAMPLE

The following expense example shows the cumulative expenses attributable to a
hypothetical $1,000 investment with an annual return of 5% compounded annually
for the years shown.

<TABLE> 
<CAPTION> 
EXPENSE                  INSTITUTIONAL
EXAMPLE                  SHARES       
--------------------------------------
<S>                      <C> 
After 1 year             $3           
--------------------------------------
After 3 years            $10           
--------------------------------------
</TABLE> 

You should use the expense example for comparison purposes only. It does not
represent the Fund's actual expenses and returns, either past or future. Actual
expenses may be greater or less than those shown.

======================================23========================================

              The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Mutual Funds
================================================================================


ADDITIONAL INVESTMENT FACTORS AND RISKS REGARDING THE FUNDS
================================================================================

TEMPORARY DEFENSIVE PURPOSES
--------------------------------------------------------------------------------
We have a temporary defensive position policy that allows us to invest up to
100% of a Fund's total assets in cash and short-term money market obligations,
including tax-exempt money market funds and investment grade fixed-income
securities when significant adverse market, economic, political or other
circumstances require immediate action to avoid losses. Primarily, we may
purchase the following types of securities for temporary defensive purposes:

 .  securities issued or guaranteed by the U.S. government or its agencies or
   instrumentalities;
 .  commercial paper rated at the time of purchase in the highest rating category
   by NRSROs; and
 .  bank obligations, including repurchase agreements, of banks having total
   assets in excess of $1 billion.

We may invest up to 100% of The AAL International Fund's total assets in
U.S.securities or in securities primarily traded in one or more foreign
countries, or in debt securities to a greater extent than 20%.

INTEREST RATE RISK
--------------------------------------------------------------------------------
For The AAL Balanced, High Yield Bond, Municipal Bond, Bond and Money Market
Funds and, to some extent, The AAL Equity Income Fund, you can expect that
interest rate changes will significantly impact upon the value of your Fund
investments. Interest rates are influenced by supply and demand as well as
economic monetary policies. In general, a decline in prevailing interest rate
levels generally will increase the value of the securities, particularly the
bonds, held in a Fund's portfolio and vice versa. As a result, interest rate
fluctuations will affect a Fund's net asset values but not the income received
from its existing portfolio. However, changes in the prevailing interest rate
level will affect the yield on subsequently purchased securities. Because yields
on the securities available for purchase by the Funds will vary over time, we
cannot assure a specific yield on a Fund's shares.

Longer-term bonds are more sensitive to interest rate changes than shorter-term
bonds, reflecting the greater risk of holding these bonds for a longer period of
time. Longer-term bond prices increase more dramatically when interest rates
fall and decrease more dramatically when interest rates rise. Prices of short-
term debt, such as money market instruments, are less price sensitive to
interest rate changes because of their short durations. Securities that pay high
dividends, like bonds, are more sensitive to interest rate levels than other
equity securities that pay low dividends.

INVESTING IN BONDS VERSUS INVESTING IN A MUTUAL FUND
--------------------------------------------------------------------------------
Investing in a mutual fund that owns bonds is not the same as buying an
individual bond. Both bonds and funds owning bonds offer regular income. While
individual bonds can offer a fixed amount of regular income until maturity, a
mutual fund portfolio may include a constantly changing pool of bonds with
differing interest rates and maturity prices. Both share prices and dividends
may fluctuate in a mutual fund owning bonds.

INVESTMENT GRADE AND MEDIUM GRADE BOND INVESTMENTS
--------------------------------------------------------------------------------
We may purchase investment grade bonds for The AAL International, Equity Income,
Balanced, High Yield Bond, Municipal Bond and Bond Funds. A debt or other fixed-
income security is considered investment grade if it is rated investment grade
by a NRSRO, such as BBB or better by Duff and Phelps Credit Rating Co. ("D&P")
and Standard & Poor's Corporation ("S&P") or Baa or better by Moody's Investors
Services, Inc. ("Moody's"). Securities rated in the fourth highest category,
such as BBB by D&P or S&P or Baa by Moody's, are considered medium grade bonds
and have more sensitivity to economic changes and speculative characteristics.
If a bond in a Fund has lost its rating or has its rating reduced, the Fund does
not have to sell the security, but the Adviser will consider the lost or reduced
rating in determining whether that Fund should continue to hold the bond.

HIGH YIELD BOND INVESTMENTS
--------------------------------------------------------------------------------
We may invest in high yield bonds for The AAL International (up to 20% of total
assets), Equity Income (up to 5% of total assets) and High Yield Bond Funds.
Credit Risk: The primary risk of investing in the high yield sector is the
credit risk. Bonds rated below investment grade have greater risks of default
than investment grade bonds (including medium grade bonds) and, may in fact, be
in default. Issuers of high yield bonds usually do not have strong historical
financial conditions,  

======================================24========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                            The AAL Mutual Funds
================================================================================


requiring them to offer higher yields to compensate for the greater risk of
default on the payment of interest and principal. These bonds have speculative
characteristics or are speculative. As a result, their market values are less
sensitive to interest rate changes on a short-term basis, but more sensitive to
adverse economic developments or individual corporate developments because of
their lower credit quality. During an economic downturn or period of rising
interest rates, issuers of lower-rated bonds may have more difficulty meeting
their principal and interest payment obligations or obtaining additional
financing to make the interest payments on their debt. When issuers have
difficulty meeting projected goals or obtaining additional financing, the
default rate on high yield bonds will likely rise.

Market Risk: Frequently, high yield bonds are less liquid than investment grade
bonds. In some cases, these bonds have no resale market at all. As a result,
these bonds are more difficult to price accurately and are subject to price
volatility. We may experience difficulty in valuing the high yield securities in
these portfolios or purchasing or disposing of them on favorable terms,
particularly during adverse market or economic conditions. In the event of an
illiquid market or in the absence of readily available market quotations for
certain high yield bonds in the Funds' portfolios, our judgment will play a
greater role in valuing the securities.

CONVERTIBLE BONDS
--------------------------------------------------------------------------------
Except for The AAL Money Market Fund, we may invest in convertible bonds,
subject to any restrictions on the quality of bonds in which a Fund may invest.
We also may retain any stocks received upon conversion that do not fall within
the Fund's investment parameters to:

1)   permit orderly disposition;
2)   establish a long-term holding basis for Federal income tax purposes; or
3)   seek capital growth.

Convertible bonds are often rated below investment grade or not rated because
they fall below debt obligations and just above equities in order of preference
or priority on the issuer's balance sheet. Hence, an issuer with investment
grade senior debt may issue convertible securities with ratings less than
investment grade debt.

MORTGAGE-BACKED SECURITIES
--------------------------------------------------------------------------------
For The AAL Balanced, Bond and High Yield Bond Funds, we may invest in mortgage-
backed securities with amortizing payments consisting of both interest and
principal and prepayment privileges (the ability to prepay the principal or a
portion thereof without penalty). Mortgaged-backed securities represent interest
in pools of mortgage loans made by lenders such as savings and loan
institutions, mortgage bankers, commercial banks and others. Various government,
government-related and private organizations combine these mortgages for sale to
investors (i.e., the Government National Mortgage Association ("GNMA")
guarantees and issues mortgage-backed securities). Mortgage-backed securities
generally provide for a "pass through" of monthly payments made by individual
borrowers on their residential mortgage loans, net of any fees paid to the
issuer or guarantor of the securities. The yield on these securities applies
only to the unpaid principal balance. We reinvest the periodic payments of
principal and interest and prepayments, if any, in securities at the prevailing
market interest rates. The prevailing rates may be higher or lower than the rate
on the original investment. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities tend to
accelerate. Accordingly, any prepayments on mortgage-backed securities that we
hold for a Fund reduce our ability to maintain positions in high-yielding,
mortgage-backed securities and reinvest the principal at comparable yields for
the Fund. If we buy any mortgage-backed securities for a Fund at a premium, the
Fund receives prepayments, if any, at par or stated value, which lowers the
return on the Fund.

PORTFOLIO TURNOVER
--------------------------------------------------------------------------------
We expect The AAL Mid Cap Stock, Small Cap Stock, Equity Income, Bond, Municipal
Bond and High Yield Bond Funds to have portfolio turnover greater than 100%, and
the other Funds to have a portfolio turnover of less than 100%. We do not
calculate a portfolio turnover rate for The AAL Money Market Fund because of the
short maturities of its investments. Due to the high volume of buying and
selling activity in a portfolio with turnover in excess of 100%, we may pay more
commissions for a Fund and may realize more taxable gains than in portfolios
with less turnover, which may result in an increase in a Fund's expenses and
lower returns for shareholders. We may

======================================25========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Mutual Funds
================================================================================


trade for a Fund at a portfolio rate significantly exceeding 100% (i.e., 300% or
more for The AAL Bond Fund), when we believe the benefits of short-term
investments outweigh any increase in transactions costs or capital gains. For
more information on transaction expenses and taxes, please refer to sections
entitled "Portfolio Transactions," "Dividends, Distributions, and Taxes," and
"Yield and Performance Information."

REPURCHASE AGREEMENTS AND BORROWING
--------------------------------------------------------------------------------
To earn income on available cash or for temporary defensive purposes, we may
invest in repurchase agreements for the Funds. We must hold an amount of cash or
government securities at least equal to the market value of the securities held
pursuant to the agreement. In the event of a bankruptcy or other default of a
seller of a repurchase agreement, we may experience delays and expenses in
liquidating the securities, declines in the securities' value and loss of
interest for a Fund.

We may borrow money, but only from banks and only for temporary or emergency
purposes. We may not borrow more than 10% of a Fund's net assets and we must
repay any amount we borrow for a Fund before we can buy additional securities.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
--------------------------------------------------------------------------------
To ensure the availability of suitable securities, we may buy when-issued or
delayed delivery securities for The AAL International, Equity Income, Balanced,
Bond, Municipal Bond, High Yield Bond and Money Market Funds. Generally, we will
not pay for when-issued securities or start earning interest until we have
received the underlying securities for the Funds. We do not speculate in when-
issued securities for the Funds. We purchase the securities with the expectation
of acquiring the underlying securities when delivered. However, we sell when-
issued securities before the settlement date when we believe it is in the best
interest of a Fund.

LENDING PORTFOLIO SECURITIES
--------------------------------------------------------------------------------
To generate additional income, we may from time to time lend securities from a
Fund's portfolios to brokers, dealers and financial institutions such as banks
and trust companies. You will find a full explanation of portfolio securities
lending and the restrictions thereon in the Statement of Additional Information.
Presently, we do not intend to lend portfolio securities for the Funds.

ILLIQUID AND RESTRICTED SECURITIES
--------------------------------------------------------------------------------
Except for The AAL Money Market Fund, we may hold up to 15% of a Fund's net
assets in illiquid securities. We may hold up to 10% of The AAL Money Market
Fund's net assets in restricted and other illiquid securities. Illiquid
securities are securities we believe cannot be sold within seven days in the
normal course of business at approximately the amount at which we have valued or
priced the securities for a Fund, including securities we acquired in private
placements that have restrictions on their resale ("restricted securities"). We
deem time deposits and repurchase agreements maturing in more than seven days
illiquid. Because an active market may not exist for illiquid securities, we may
experience delays and additional cost when trying to sell illiquid securities.
For more information on restricted and other illiquid securities regarding The
AAL Money Market Fund, please refer to the Statement of Additional Information,
"Privately Issued Securities: The AAL Money Market Fund." The Board of Trustees
has established procedures for determining the liquidity of Fund securities and
has delegated the day-to-day liquidity determinations to the Adviser.

Subject to the limitations for illiquid investments stated above, we may
purchase liquid restricted securities eligible for resale under Rule 144A under
the Securities Act of 1933 (the "Act"), without regard to the 15% or 10%
limitation. Rule 144A permits certain qualified institutional buyers, such as
the Funds, to trade in privately placed securities not registered under the Act.
Institutional markets for restricted securities have developed as a result of
Rule 144A, providing both readily ascertainable market values for 144A
securities and the ability to liquidate these investments to satisfy redemption
orders. However, an insufficient number of qualified institutional buyers
interested in purchasing certain Rule 144A securities held by a Fund could
adversely affect their marketability, causing us to sell the securities at
unfavorable prices.

VARIABLE RATE DEMAND NOTES
--------------------------------------------------------------------------------
All of the Funds may purchase variable rate securities. The AAL Money Market
Fund may purchase variable rate securities (the yields will vary in relation to
changes in specific money market rates, such as the prime rate) with actual
maturities of 397 days or more, but 

======================================26========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                            The AAL Mutual Funds
================================================================================


only under conditions established by the Securities and Exchange Commission
rules that permit such securities to be considered as having maturities of less
than 397 days. We intend to invest in these longer-term variable rate securities
only when, in our view, we may be able to take advantage of the higher yield
that is usually paid on these securities over other short-term securities, and
it appears to us that the variable rates on these securities may reduce the
fluctuations in market value typical of longer-term securities. We also may
purchase variable rate securities with a put option, which may further reduce
the risk of fluctuations in market value.

STRUCTURED SECURITIES
--------------------------------------------------------------------------------
The AAL International Fund may invest in structured notes and/or preferred
stocks. These securities have a value (i.e., principal amount at maturity and/or
coupons or dividend amounts) linked to currencies, interest rates, commodities,
indices or other financial indicators. Typically, these securities are debt
securities or deposits whose value at maturity (i.e., principal value) or coupon
rate is determined by reference to a specific instrument or statistic. For
example, gold structured securities may provide for maturity values that depend
on the price of gold, resulting in securities whose prices tend to rise and fall
together with gold prices. These securities involve additional risk, including
structures that may reduce the coupons and/or dividend amounts to zero or the
redemption amounts payable at maturity as a result of a decline in the value of
the underlying instrument. Structured securities may have more volatility than
the price of the underlying instrument.

TRANSITIONAL RISK OF CONCENTRATING INVESTMENTS IN UTILITIES SECURITIES FOR THE
AAL EQUITY INCOME FUND
--------------------------------------------------------------------------------
In addition to the risks of investing in income producing equity securities, The
AAL Equity Income Fund will continue to have the risks associated with
concentrating investments in the public utilities industry during its
transitional period. These risks may include increased operating expenses, high
interest costs, environmental regulations and regulatory changes. Some public
utilities are facing increased competition, which may affect utilities companies
independently from the securities markets as a whole.

FUTURES CONTRACTS AND OPTIONS
--------------------------------------------------------------------------------
Except for The AAL Money Market Fund, we may engage in options, futures and
options on futures transactions for the Funds, but only for bona fide hedging or
other permissible risk management purposes. Generally, we do not make these
investments if the initial margin deposits and premiums paid for unexpired
options exceed 5% of a Fund's total assets. In addition, we do not:

 .    commit more than 25% of a Fund's net assets to such instruments;
 .    commit more than 25% of a Fund's net assets to covered options; or
 .    commit more than 5% of a Fund's net assets to the premiums for put or call
     options.

Our options transactions and short sale transactions only consist of techniques
to hedge an unrealized gain on portfolio securities, such as:

1)   selling short against the box, which involves selling short securities a
     Fund already owns for delivery at a later date;
2)   purchasing covered put options on portfolio securities, which allows us to
     sell a Fund's securities to the writer (seller) of the option at a set
     price on or before the expiration date of the option;
3)   selling covered call options, which allows the holder of the options
     written by us for a Fund to purchase securities at a set price before the
     expiration date; and
4)   entering into closing transactions with respect to such options.

If we sell a security short against the box for a Fund, we may protect
unrealized gains, but we may lose the opportunity to profit on such securities
for the Fund if the price rises. When we purchase covered put options for a
Fund, we pay the premiums for the options. We receive options for a Fund when we
write (sell) covered call options. The premiums we receive for a Fund from
writing (selling) covered call options may be completely or partially offset by
any declines in the prices of the underlying securities.

Also, we may purchase stock index options, write covered stock index options and
enter into closing transactions on these options.

We deal only in exchange-traded or over-the-counter options on securities and
stock indexes.

Our futures transactions for the Funds may include instruments such as interest
rate and index futures contracts and options thereon. We may use futures
transactions for several reasons, including:

1)   hedging unrealized portfolio gains;

2)   minimizing adverse principal fluctuations in a Fund's debt and fixed-income
     securities; or

======================================27========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Mutual Funds 
================================================================================


3)   as a means of adjusting exposure to various markets.

Our ability to use futures and options transactions successfully depends upon
our skill for predicting the level and direction of the securities, options and
futures markets, interest rates and other factors. An incorrect prediction may
make the implementation of the hedging strategy in furtherance of a Fund's
investment objectives difficult. For example, significant differences may exist
between the securities and the options and futures markets that could result in
an imperfect correlation between them. Also, an incorrect prediction on the
changes in the level and direction of interest rates could cause us to have a
lower return for the Fund than it would have had if we had not attempted the
hedging transaction. In the absence of the ability to hedge, however, we might
take portfolio actions in anticipation of the same market movements with similar
investment results, but, presumably, at greater transaction costs.

FOREIGN CURRENCY TRANSACTIONS
--------------------------------------------------------------------------------
Foreign securities have currency risk, meaning the risk that changes in foreign
currency exchange rates and exchange control regulations will affect favorably
or unfavorably the U.S. dollar value of these securities (and any income
generated thereon). To manage this risk and facilitate the purchase and sale of
foreign securities for a Fund, we may engage in foreign currency transactions
involving:

(1)  the purchase and sale of forward foreign currency exchange contracts
     (agreements to exchange one currency for another at a future date);
(2)  options on foreign currencies;
(3)  currency futures contracts; or
(4)  options on currency futures contracts.

Although we use foreign currency transactions to protect against adverse
currency movements, they involve the risk that we may not accurately predict the
currency movements, which could adversely affect a Fund's total return. We set
forth further information on foreign securities and currency transactions in the
Statement of Additional Information.

FOREIGN SECURITIES
--------------------------------------------------------------------------------
The AAL Capital Growth (up to 10% of net assets), Mid Cap Stock (up to 10% of
net assets), Small Cap Stock (up to 10% of net assets), International, Equity
Income and Balanced (common stock portion) Funds may invest in foreign
securities domestically through depository receipts (i.e., American Depository
Receipts ("ADRs")) and securities of foreign issuers traded on a U.S. national
securities exchange or the NASDAQ National Market System. The AAL Balanced (bond
portion), Bond and High Yield Bond Funds may invest up to 20% of their net
assets in debt securities of foreign issuers that are payable in U.S. dollars.
The AAL International and Equity Income (up to 15% of net assets) Funds may
invest in foreign securities primarily trading in countries outside the United
States. Foreign securities may present a greater degree of risk (including risks
related to tax provisions or appropriation of assets) than do securities of
domestic issuers.

FOREIGN INVESTING EXPENSES
--------------------------------------------------------------------------------
Investing in foreign securities costs more than investing in U.S. securities due
generally to higher transaction costs, such as the commissions paid per share.
As a result, Funds that invest in foreign securities tend to have higher
expenses, particularly funds that invest primarily in foreign securities (i.e.,
The AAL International Fund). In addition to higher commissions, they generally
have higher advisory and custodial fees. However, you may find investing in a
fund that purchases foreign securities a more efficient way to invest in foreign
securities than investing in individual foreign securities. Higher expenses
attributable to a Fund that invests in foreign securities does not mean that the
Fund has higher expenses than other funds with similar investment policies and
percentages of assets invested in foreign securities.

RISKS OF INVESTING IN FOREIGN SECURITIES
================================================================================

CURRENCY RISK
--------------------------------------------------------------------------------
Even though a Fund may hold securities denominated or traded in foreign
currencies, we measure a Fund's performance in terms of U.S. dollars, which may
subject the Fund to foreign currency risk. Foreign currency risk is the risk
that the U.S. dollar value of foreign securities (and any income generated
therefrom) held by a Fund may be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations. Therefore, the
net asset value of a Fund may go up or down as the value of the dollar rises or
falls compared to a foreign currency.

======================================28========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                            The AAL Mutual Funds
================================================================================


LIQUIDITY RISK
--------------------------------------------------------------------------------
Foreign markets or exchanges tend to have less trading volume than the New York
Stock Exchange or other domestic stock exchanges or markets, meaning the foreign
market may have less liquidity. The lower liquidity in a foreign market can
affect our ability to purchase or sell blocks of securities and obtain the best
price in the foreign market for a Fund. Foreign markets tend to have greater
spreads between bid and asked prices, trading interruptions or suspensions and
brokerage and other transaction costs. Settlement practices vary from country to
country and many foreign markets have longer settlement periods for their
securities in comparison to domestic securities. These differing practices may
cause us to lose opportunities for favorable purchases elsewhere and interest
income. Also, foreign markets may trade on days when the Funds do not value
their portfolios. This means that a Fund's Net Asset Value can change on days
when a shareholder cannot access his or her account. We may incur extra costs
for a Fund when involved in currency hedging. For example, restrictions on
converting a foreign currency into U.S. dollars may adversely affect the value
of a Fund.

POLITICAL, ECONOMIC AND MARKET RISKS
--------------------------------------------------------------------------------
The degree of political and economic stability varies from country to country.
If a country expropriates money from foreigners or nationalizes an industry, a
Fund may lose some or all of any particular investment in that country.
Individual foreign economies may vary favorably or unfavorably from the U.S.
economy in such areas as growth of gross national product, inflation rate,
savings, balance of payments and capital investment, which may affect the value
of a Fund's investment in any foreign country.

GOVERNMENTAL REGULATION
--------------------------------------------------------------------------------
Many foreign countries do not subject their markets to the same degree and type
of laws and regulations that cover the U.S. markets. Also, many foreign
governments impose restrictions on investments in their capital markets as well
as taxes or other restrictions on repatriation of investment income. The
regulatory differences in some foreign countries make investing or trading in
their markets more difficult and risky.

NON-UNIFORM CORPORATE DISCLOSURE STANDARDS
--------------------------------------------------------------------------------
Many countries have laws making information on publicly-traded companies, banks
and governments unavailable, more difficult to obtain, incomplete or
unavailable. The lack of uniform accounting standards and practices among
countries impairs the ability of investors to compare common valuation measures,
such as price/earnings ratios, as applied to securities of different countries.

INVESTMENT RESTRICTIONS
================================================================================
In addition to specific investment restrictions described in the SAI, only a
vote of the majority of the outstanding shares can change:

 .  the investment objective of a Fund;

 .  the policies on borrowing and
   lending securities;

 .  the restriction on concentrating investments in a single industry, which
   limits a Fund from investing more than 25% of its net assets (25% of the
   total assets for The AAL International, Small Cap Stock, Balanced and High
   Yield Bond Funds) in any single industry. This restriction does not apply to
   securities issued or guaranteed by the U.S. government, its agencies or
   instrumentalities; and

 .  the restriction requiring issuer diversification by limiting a Fund from
   investing more than 5% of its net assets in a single issuer, except that up
   to 25% of its net assets may be invested without regard to this limitation.
   This restriction does not apply to securities issued or guaranteed by the
   U.S. government, its agencies or instrumentalities.

With the exception of the fundamental investment policy requiring us to invest
at least 80% of The AAL Municipal Bond Fund's net assets in municipal
securities, the Board of Trustees may change any of the Funds' other investment
policies without shareholder approval. For example, the Board of Trustees may
change the policies regarding specific investments, discussed above (other than
the policies on borrowing and securities lending). We have included a
description of all of the investment restrictions applicable to the Funds in the
Statement of Additional Information.


======================================29========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Mutual Funds
================================================================================


Board of Trustees
================================================================================

Our Board of Trustees* decides matters of general policy and reviews the
activities of the Adviser and the officers who conduct and supervise the daily
business operations of the Funds.

The Trustees, their business addresses and principal occupations during the past
five years are:

JOHN H. PENDER,**
P.O. Box 250
Dunbar, WV 25064
DOB 5/25/30

Chairman of the Board of Trustees and from 1987 through May 1996, President of
the Funds; Prior to 1996, Senior Vice President and Chief Investment Officer,
Aid Association for Lutherans (fraternal benefit society) and prior to 1992,
Treasurer

F. GREGORY CAMPBELL
2001 Alford Park Drive
Kenosha, WI 53140
DOB 12/16/39

Trustee; President of Carthage College, Kenosha, WI; Director, Kenosha Hospital
and Medical Center; Chairman, WI Assoc. of Independent Colleges and
Universities; Board Member, Kenosha Area Development; and Board Member, Prairie
High School

RICHARD L. GADY
One Central Park Plaza
Omaha, NE 68102
DOB 2/28/43

Trustee; and Vice President, Public Affairs and Chief Economist, ConAgra, Inc.
(a food and agriculture corporation)

D. W. RUSSLER
P. O. Box 84
Minocqua, WI 54548
DOB 10/28/28

Trustee; from 1984 through 1988, Senior Vice President, Finance and
Administration, NCR Corporation; Director, Capital Markets Assurance Corporation
(reinsurance); and Member, Advisory Board -- Saratoga Partners II and III
(corporate buy-out limited partnership)

LAWRENCE M. WOODS
P. O. Box 1860
Worland, WY 82401
DOB 4/14/32

Trustee; and Former Executive Vice President and Director, Mobil Oil Corp.
(international oil company)

   
RICHARD l. GUNDERSON**+
10801 E. Happy Valley Road, # 67
Scottsdale, AZ 85255
DOB 6/14/33

Trustee: Chairman of the Board of Directors and from 1985 through 1996, Chief
Executive Officer, and from 1985 through 1995, President, Aid Association for
Lutherans (fraternal benefit society); Trustee, Lawrence University; and
Director, Banta Corp. (diversified printer and publisher)
    

RONALD G. ANDERSON**
4321 North Ballard Road
Appleton, WI 54919
DOB 10/2/48

Trustee and President; Senior Vice President and CFO, Aid Association for
Lutherans; President, AAL Capital Management Corporation; Director, General Re -
CKAG Reinsurance and Investment S.ar.L. (Luxembourg reinsurance corporation);
and From 1991 through 1996, Chairman, General Re Financial Products and from
1995 through 1996, Vice President Corporate Development, General Re (both
reinsurance)

   
JOHN O. GILBERT**
4321 North Ballard Road
Appleton, WI 54949
DOB 8/30/42

Trustee; President and Chief Executive Officer, Aid Association for Lutherans;
Regent, Luther College; Director, Life Office Management Association, Inc.
    

*    All of the Trustees except for Mr. Pender and Mr. Gunderson are Directors
     of the AAL Variable Product Series Fund, Inc.

**   Denotes an "interested person" of the Funds as defined in the Investment
     Company Act of 1940.

+    Through December 31, 1997.

MANAGEMENT OF THE TRUST
================================================================================

THE ADVISER
--------------------------------------------------------------------------------
Under an Investment Advisory Agreement with the Trust, and subject to the
supervision of the Funds' Board of Trustees, the Adviser manages the investment
and reinvestment of the Funds' assets, provides the Funds with personnel,
facilities, and administrative services, and supervises the Funds' daily
business affairs. The Adviser formulates and implements a continuous investment
program for the Funds consistent with each Fund's investment objectives,
policies and restrictions.

The Adviser provides office space as well as executive and other personnel to
the Funds. In addition to investment advisory fees, each Fund incurs the
following expenses: legal, auditing and accounting expenses; trustees' fees and
expenses; insurance premiums; brokers' commissions; taxes and governmental fees;
expenses of issuing and redeeming shares; organizational expenses; expenses of
registering or qualifying shares for sale; postage and printing for reports and
notices to shareholders; fees and disbursements of the Custodian and Transfer
Agent; certain expenses with respect to membership fees of industry
associations; and any extraordinary expenses, such as litigation expenses.

We have engaged Societe Generale Asset Management Corp., 1221 Avenue of the
Americas, New York, NY 10020, to act as Sub-Adviser for The AAL International
Fund. The Sub-Adviser has registered as an investment adviser under the
securities laws. Societe Generale,


======================================30========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                            The AAL Mutual Funds
================================================================================


which is one of France's largest banks, indirectly owns the Sub-Adviser.
Pursuant to the Sub-Advisory Agreement, the Sub-Adviser, subject to the
direction of the Adviser and the Board of Trustees, determines the securities
that The AAL International Fund purchases or sells and renders other assistance
to the Adviser in formulating and implementing the investment program for the
Fund.

PORTFOLIO TRANSACTIONS
-------------------------------------------------------------------------------
The Adviser directs the placement of orders for the purchase and sale of the
Funds' portfolio securities. In directing orders, the Adviser will consider a
number of factors to attain what it believes is the best combination of price
and execution for the Funds, including: when it believes that more than one
broker or dealer is capable of providing the best combination of price and
execution in a transaction. The Adviser normally will select a broker or dealer
who furnishes research services.

The Adviser may have other clients for which it is making investment and order
placement decisions similar to the Funds. When making simultaneous purchases or
sales for the Funds and another client, if any, the Adviser's decisions could
have a detrimental effect on the price or volume of the securities purchased or
sold for the Funds. In other cases, simultaneous purchases or sales of
securities for the Funds and other clients could provide the Funds with the
ability to participate in volume transactions that may cost less per share or
unit traded than smaller transactions.

BUYING INSTITUTIONAL SHARES IN THE FUNDS
--------------------------------------------------------------------------------
You purchase Institutional shares in a Fund at net asset value (purchase price).
Your initial minimum purchase must be at least $500,000, with a minimum of at
least $50,000 in any one Fund account.

Registered Representatives may receive compensation not exceeding .50 of 1% of
amounts invested. 

PURCHASE PRICE
--------------------------------------------------------------------------------
We calculate the net asset value as of the business day on which our Transfer
Agent receives your order in proper form. The share price (net asset value per
share) will decline on the record dates when The AAL 1) Small Cap Stock,

2)  Mid Cap Stock,

3)  International,

4)  Capital Growth,

5)  Equity Income, and

6)  Balanced Funds distribute dividends. Capital gains reduce the share price of
all Funds by the amount of the distribution. If you buy shares before the ex-
date ("buying the dividend"), you will pay the full price for shares and then
receive a portion of the price back as a taxable distribution.

OPENING AN ACCOUNT
--------------------------------------------------------------------------------
Please contact the Mutual Funds Service Center at 800-553-6319 (The
Telecommunications Device for the Deaf (TDD) is 800-684-3416) for help on
opening an institutional account (purchasing Institutional shares). We need to
determine eligibility for Institutional share purchases in advance.

BUYING OR SELLING SHARES BY WIRE
--------------------------------------------------------------------------------
If your organization's or enterprise's bank is a member of or has a
corresponding relationship with a member of the Federal Reserve System, your
organization or enterprise can buy or sell Institutional shares of the Funds by
wire transfer: We will provide you with instructions.

ACCOUNTS FOR RETIREMENT SAVINGS
--------------------------------------------------------------------------------
AAL members, their enterprises and Lutheran organizations may establish their
pension, profit sharing and 401(k) plans.

A third party maintenance fee may apply to some retirement accounts. Please
review plan documents for more information.

The Mutual Funds Service Center (800-553-6319) will provide you with all the
materials, documents and forms you need, and will work with you in establishing
your retirement plan.

   
AUTOMATIC INVESTMENT PLANS
--------------------------------------------------------------------------------
The Capital Builder Plan allows you to transfer money every month from your AAL
Money Market Fund Account into another AAL Mutual Funds Account. The following
rules and/or guidelines apply:

 .  You can select the transaction date. If you don't select the date, we will
   automatically transfer the money from your account on the 15th of the month;
   
 .  To start the plan, you must notify us in writing at least 24 hours prior to
   the transaction date. You must have all account owners sign the Capital
   Builder Plan Card; and

 .  To stop or change the amount of your plan, you must tell us at least 24 hours
   prior to the transaction date.
    


======================================31========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Mutual Funds
================================================================================


SHARE CERTIFICATES
--------------------------------------------------------------------------------
We will not issue share certificates for the Funds' Institutional shares.

OTHER INFORMATION
--------------------------------------------------------------------------------
The U.S. Postal Service or private delivery services are not agents of the
Funds, the Distributor, or the Transfer Agent. We do not legally receive your
purchase application or your request for redemption when you deposit them in the
mail, send them with a private delivery service or when you deposit them in our
Post Office Box. We must have physical possession of your request to consider
your request received. Current law will determine the legal effect of posting
for deadline purposes.

We reserve the right to suspend the offering of shares for a period of time and
the right to reject any specific purchase of shares. 

SELLING (REDEEMING) YOUR INSTITUTIONAL SHARES
--------------------------------------------------------------------------------
Your Lutheran organization or enterprise can sell its shares on any business
day. When you sell your shares you receive the net asset value per share. If we
receive your request in good order before the close of the NYSE (normally 3:00
p.m. Central Time) the organization or enterprise will receive that day's price.
If we receive your redemption request in good order on a holiday, weekend or a
day the NYSE is closed, we will process the transaction on the next business
day.

You must have your signature
guaranteed if you want:

   
1)   to sell shares with a value of more than $100,000;
2)   the proceeds sent to an address other than the one listed for your account;
     or
3)   You want the check payable to someone other than the account owner(s).

You can have money automatically withdrawn from your AAL Mutual Funds account(s)
on a regular basis by using our systematic withdrawal plan. The plan allows you
to receive funds or pay a bill at regular intervals. The following rules and/or
guidelines apply:

 .  You need a minimum of $5,000 in your account to start the plan;

 .  You can select the date(s) on which the money is withdrawn. If you don't
   Select the date(s), we will withdraw the money automatically from your
   account on the 15th of the month:

 .  To start the plan or change the payee(s), you must notify us in writing at
   least 13 business days prior to the first withdrawal and you must have all
   account owner(s) sign the appropriate form;

 .  To stop or change your plan, you must notify us at least 5 business days
   prior to the next withdrawal; and

 .  Because of sales charges, you must consider carefully the costs of frequent
   investments in and withdrawals from your account. 

THE AAL MONEY MARKET FUND CHECKS 
--------------------------------------------------------------------------------
You can write checks on your AAL Money Market Fund account, if you complete a
check writing signature card and agreement. You can request checks on your AAL
Mutual Funds Application or in writing. We do not charge a fee for supplying
your checks. The following rules and/or guidelines apply:

 .  The checks you write on The AAL Money Market Fund must be for $500 or more
   (Because the Fund is not a bank, some features, such as stop payment, are not
   available);

 .  Our Transfer Agent may impose reasonable fees for each check that
   is returned;

 .  We do not return your canceled checks. For a fee, our Transfer Agent will
   send a copy of your check to you at your request;

 .  Unless you purchased shares by bank wire, you must wait 12 days after you
   purchase The AAL Money Market Fund shares to write checks against that
   purchase; and

 .  You need a written request--NOT A CHECK--to close an AAL Money Market Fund
   account. Your written request will require a signature guarantee to close
   accounts over $25,000.
    

SYSTEMATIC WITHDRAWAL FUND
--------------------------------------------------------------------------------
You can have money automatically withdrawn from your AAL Mutual Funds account(s)
on a regular basis by using our systematic withdrawal plan. The plan allows you
to receive funds or pay a bill at regular intervals. The following rules and/or
guidelines apply:

 .  You can select the date(s) on which the money is withdrawn. If you don't
   select the date(s), we will withdraw the money automatically from your
   account on the 15th of the month: 

 .  To start the plan or change the payee(s), you must notify us in writing at
   least 13 business days prior to the first withdrawal and you must have all
   account owner(s) sign the appropriate form;

 .  To stop or change your plan, you must notify us at least 5 business days
   prior to the next withdrawal; and

 .  Because of sales charges, you must consider carefully the costs of frequent
   investments in and withdrawals from your account.

======================================32========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                            The AAL Mutual Funds
================================================================================


EXCHANGE PRIVILEGE
================================================================================

You may exchange Institutional shares in an AAL Mutual Fund for Institutional
shares in another AAL Mutual Fund. The $50,000 minimum investment rules apply
when you open a new account by exchanging shares. You may have a taxable gain or
loss as a result of an exchange. We reserve the right to end this privilege if
your enterprise or organization makes more than 12 exchanges in a year. We also
reserve the right to change or end this privilege upon 60 days notice, or
suspend this privilege without notice when economic or market changes make it
difficult to carry out such transactions.

BY MAIL
--------------------------------------------------------------------------------
Please include the following in your request:

 .name(s) of the account owner(s);

 .account number(s)

 .amount of shares (or dollar amount) you want to exchange;

 .the name of the Fund you are exchanging into; and

 .signatures of all account owners.

BY TELEPHONE
--------------------------------------------------------------------------------
The guidelines for exchanging by telephone are:

 . You can exchange shares by calling the Mutual Fund Service Center at
800-553-6319; When you call us, Mutual Fund Service Representatives will ask for
a form of personal identification to confirm your identity; and

 . If we receive your request, in good order, before the close of the NYSE
(normally 3:00 p.m. Central Time), you will receive that day's price.

NET ASSET VALUE (NAV)
================================================================================

We compute the net asset value of a Fund share by adding up the value of the
individual Fund's assets (i.e., stocks and bonds in the Fund's portfolio),
subtracting the Fund's liabilities and dividing the balance by the total number
of shares outstanding. We compute the net asset value of a Fund at the end of
the day after trading on the NYSE closes (normally 3:00 p.m. Central Time). We
do not calculate the net asset value for the Funds on the days when the NYSE is
not open.

We value (or price) securities owned by a Fund at current market value. For
securities with readily available market quotations, we use the quotations to
price the security. If a security does not have a readily available quotation,
we value the security as determined in good faith by or under the direction of
the Board of Trustees. The Board of Trustees may approve the use of pricing
services to assist us in the determination of net asset values.

We value all securities held by The AAL Money Market Fund and money market
instruments with a remaining maturity of 60 days or less held by the other Funds
on an amortized cost basis. We comply with SEC requirements for the use of this
valuation method. For The AAL Money Market Fund, this method of calculation
facilitates, but does not assure, maintaining a constant net asset value of
$1.00 per share.


DIVIDENDS, DISTRIBUTIONS AND TAXES
================================================================================

The Funds try to qualify annually for, and elect tax treatment applicable to, a
regulated investment company under Subchapter M of the Internal Revenue Code
("Code"). Pursuant to the requirements of the Code, the Funds annually intend to
distribute substantially all of their net investment income and net realized
capital gains, if any, less any available capital loss carryover, to its
shareholders annually, so as to avoid paying income tax on its net investment
income and net realized capital gains or being subject to a federal excise tax
on undistributed net investment income and net realized gains. Annually, we
intend to comply with all of the requirements to qualify as a regulated
investment company for each Fund. Annually, we provide you with full information
on dividends and capital gains distributions for each Fund. 

Below, we provide you with a general description of the distribution policies
and some of the tax consequences for the Funds' shareholders. You should always
check with your tax adviser to determine whether any dividends and distributions
paid to you by a Fund are subject to any taxes, including state and local taxes.

======================================33========================================

              The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Mutual Funds
================================================================================


THE AAL SMALL CAP STOCK, MID CAP STOCK, INTERNATIONAL, CAPITAL GROWTH, EQUITY
INCOME, BALANCED, HIGH YIELD BOND, BOND AND MONEY MARKET FUNDS
--------------------------------------------------------------------------------
The dividends from net investment income of each of these Funds, including net
short-term capital gains, are taxable as ordinary income to shareholders whether
paid in additional shares or in cash. Any long-term and medium-term capital
gains distributed to shareholders are taxable as capital gains to shareholders,
whether they receive them in cash or in additional shares, and regardless of the
length of time a shareholder has owned the shares.

We distribute substantially all net investment income and any net realized
capital gains, if any, for the Funds as follows:

<TABLE>
<CAPTION>
FUND                               DIVIDENDS                     CAPITAL
                                   IF ANY)                       GAINS
                                                                 (IF ANY)
--------------------------------------------------------------------------------
<S>                                <C>                           <C> 
The AAL                            annually                      annually
Small Cap Stock Fund
--------------------------------------------------------------------------------
The AAL                            annually                      annually
Mid Cap Stock Fund
--------------------------------------------------------------------------------
The AAL                            annually                      annually
International Fund
--------------------------------------------------------------------------------
The AAL                            semi-annually                 annually
Capital Growth Fund
--------------------------------------------------------------------------------
The AAL                            quarterly                     annually
Equity Income Fund
--------------------------------------------------------------------------------
The AAL                            quarterly                     annually
Balanced Fund
--------------------------------------------------------------------------------
The AAL                            monthly                       annually
High Yield Bond Fund
--------------------------------------------------------------------------------
The AAL                            monthly                       annually
Municipal Bond Fund
--------------------------------------------------------------------------------
The AAL                            monthly                       annually
Bond Fund
--------------------------------------------------------------------------------
The AAL                            monthly                       annually
Money Market Fund
</TABLE>

The AAL High Yield Bond, Municipal Bond, Bond and Money Market Funds accrue
income dividends daily.

THE AAL MUNICIPAL BOND FUND
--------------------------------------------------------------------------------
Dividends derived from the interest earned on municipal securities constitute
"exempt interest dividends" and are generally not subject to federal income tax.
We accrue dividends daily and pay these dividends monthly for The AAL Municipal
Bond Fund. We pay the capital gains for the Fund at least annually. Realized
capital gains on municipal securities are subject to federal income tax. Thus,
shareholders will be subject to taxation at ordinary rates on the dividends they
receive that are derived from net short-term capital gains. Distributions of net
long-term capital gains will be taxable as long-term capital gains regardless of
the length of time a shareholder holds them. We may, for temporary defensive
purposes, invest in short-term taxable securities for the Fund. Shareholders of
this Fund are subject to federal income tax at ordinary rates on any income
dividends they receive that are derived from interest on taxable securities.

For shareholders who are receiving Social Security benefits, the federal
government requires you to add tax-exempt income, including exempt-interest
dividends from this Fund, to your taxable income in determining whether a
portion of your Social Security benefits will be subject to federal income tax.
The Internal Revenue Code provides that every person required to file a tax
return must report, solely for informational purposes, the amount of exempt-
interest dividends received from us for the Funds during the taxable year.

TAX CONSIDERATIONS
--------------------------------------------------------------------------------
Federal law requires us to withhold 31% of a shareholder's reportable payments
(which include dividends, capital gain distributions and redemption proceeds)
for those who have not properly certified that the Social Security or other
taxpayer identification number they provided is correct and that he or she is
not subject to backup withholding. We do not provide information on state and
local tax consequences of owning shares in the Funds.

REINVESTMENT OF FUND DISTRIBUTIONS
--------------------------------------------------------------------------------
You can reinvest all of your income dividends and/or capital gains distributions
into the Funds at net asset value. You also can have your distributions paid in
cash. When you receive a distribution you may have to pay taxes whether or not
you reinvested them or had them paid out to you in cash. If you have requested
cash distributions and we cannot locate you, we will reinvest your dividends.

SHAREHOLDER MAINTENANCE AGREEMENT
================================================================================
The Board of Trustees authorizes us to contract with AAL Capital Management
Corporation for certain shareholder maintenance services. AAL Capital Management
Corporation receives an annual fee for providing these services. This fee is
based upon, and limited by, the difference between the current account fees
charged and the normal full-service fee schedule

======================================34========================================

              The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                            The AAL Mutual Funds
================================================================================


published by our Transfer Agent. It also includes reimbursement for out-of-
pocket costs including postage and telephone charges. This account differential,
including reimbursement for expenses, is currently $4.08 per account per year.

YIELD AND PERFORMANCE INFORMATION
================================================================================

From time to time, we calculate and advertise performance information for
different historical periods of time, by quoting yields or total returns
designed to inform you of the performance of a Fund. Whenever we advertise
performance, we include standardized yield and total return information
calculated in accordance with methods established by the Securities and Exchange
Commission. We may include other total return calculations, if we feel that you
would find such total return calculations useful in evaluating a Fund's
investment performance. We base yields and total returns on historical
performance. You should not use such historical performance information as an
indication of future performance. Your investment return and the principal value
of your investments (except for The AAL Money Market Fund, for which we intend
to maintain at a constant $1.00 net asset value) will fluctuate. At the time you
sell (redeem) your investment, its value may be worth more or less than your
original cost.

STANDARDIZED YIELD AND TOTAL RETURNS
--------------------------------------------------------------------------------
Whenever we advertise performance, we include standardized yield and total
return quotations calculated in accordance with rules of the Securities and
Exchange Commission, in the manner described in the following paragraphs.

THE AAL MONEY MARKET FUND -- STANDARDIZED YIELD AND STANDARDIZED EFFECTIVE YIELD
--------------------------------------------------------------------------------
We may advertise a standardized yield and a standardized effective yield for The
AAL Money Market Fund. We base both yield figures on historical earnings and do
not intend for these figures to indicate future performance.

The standardized yield of the Fund refers to the income generated by an
investment in the Fund over the seven-day period shown in the advertisement. The
income, less expenses, is then annualized, which means that the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the beginning
investment value.

We calculate the standardized effective yield similarly but, when annualized, we
assume that any income earned by the Fund is reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of the
assumed reinvestment.

THE AAL SMALL CAP STOCK, MID CAP STOCK, INTERNATIONAL, CAPITAL GROWTH, EQUITY
INCOME, BALANCED, HIGH YIELD BOND, MUNICIPAL BOND AND BOND FUNDS -- STANDARDIZED
CURRENT YIELD
--------------------------------------------------------------------------------
Except for The AAL Money Market Fund, we may advertise a standardized current
yield based on income generated by an investment in a particular Fund over a 30-
day period. We state the 30-day period in the advertisement. We determine income
earned on debt obligations by applying a calculated yield-to-maturity percentage
to the obligations held during the period. We determine income earned from
stocks by using the stated annual dividend rate applied over the performance
period. Then, we annualize the income earned. We assume that the amount of
income generated during the 30-day period is generated and reinvested monthly to
provide a six-month return which we then annualize. We show the return as a
percentage of the maximum offering price per share on the last day of the
period.

THE AAL MUNICIPAL BOND FUND -- STANDARDIZED TAX EQUIVALENT YIELD
--------------------------------------------------------------------------------
For The AAL Municipal Bond Fund, we may advertise a standardized tax equivalent
yield, which illustrates the yield that would be required on a fully taxable
investment to result in the same net income to an investor in the Fund, after
payment of federal taxes at the stated rate. We compute the yield by dividing
the portion of the Fund's current yield that is tax-exempt by one minus a stated
federal income tax

======================================35========================================

              The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
The AAL Mutual Funds
=============================================================================== 


rate, and then adding the quotient to the value of any yield of the Fund that is
not tax exempt.

THE AAL SMALL CAP STOCK, MID CAP STOCK, INTERNATIONAL, CAPITAL GROWTH, EQUITY
INCOME, BALANCED, HIGH YIELD BOND, MUNICIPAL BOND AND BOND FUNDS -- STANDARDIZED
AVERAGE ANNUAL TOTAL RATE OF RETURN
--------------------------------------------------------------------------------
We may advertise for each of The AAL Mutual Funds (except The AAL Money Market
Fund) a standardized average annual total rate of return for one, five and ten-
year periods, or so much thereof as a Fund has been in existence (since
inception). The standardized average annual total rate of return is the change
in redemption value of shares purchased with an assumed initial investment of
$1,000 assuming the reinvestment of dividends and capital gains distributions.

OTHER TOTAL RETURNS
--------------------------------------------------------------------------------
If we believe it would be useful in evaluating performance, we may advertise
total returns for a Fund in another way than the Standardized Average Annual
Total Rate of Return or the other measures of return described above.

We have provided more information on yield and performance in the Statement of
Additional Information.

TRANSFER AGENT, CUSTODIANS AND INDEPENDENT ACCOUNTANTS
================================================================================

Transfer Agent
--------------------------------------------------------------------------------
Firstar Trust Company
P.O. Box 2981
615 E. Michigan Street
Milwaukee, WI 53201-2981

Custodian (except for The AAL International Fund)
--------------------------------------------------------------------------------
Firstar Trust Company
P.O. Box 2981
615 E. Michigan Street
Milwaukee, WI 53201-2981

Custodian for The AAL International Fund
--------------------------------------------------------------------------------
The Chase Manhattan Bank, N.A.
Chase Metro Tech Center
Brooklyn, NY 11245

Independent Accountants
--------------------------------------------------------------------------------
Price Waterhouse LLP
100 E. Wisconsin Avenue, Suite 1500
Milwaukee, WI 53202

ORGANIZATION AND DESCRIPTION OF SHARES
================================================================================

The AAL Mutual Funds or "Trust" is a diversified open-end management investment
company registered under the Investment Company Act of 1940. Each of the Funds
is a separate series of a Massachusetts Business Trust organized under a
Declaration of Trust dated March 13, 1987. The Declaration of Trust provides
that each shareholder shall be deemed to have agreed to be bound by its terms.
The Declaration of Trust may be amended by a vote of shareholders or the Board
of Trustees. The Trust may issue an unlimited number of shares in one or more
series as the Board of Trustees may authorize. Currently, the Board has
authorized twelve series. This prospectus describes Institutional shares for ten
series of the Trust. Class A and Class B shares for these same series are
described in a separate prospectus. Each Fund's classes of shares represent
interests in the assets of the Fund and have identical dividend, liquidation and
other rights. The separate share classes have the same terms and conditions,
except each Class A and B share bears its separate distribution and shareholder
servicing expenses. At the Trustees' discretion, each class may pay a different
share of other expenses, not including advisory or custodial fees or other
expenses related to the management of the Trust's assets, if each class incurs
the expenses in different amounts, or if a class receives services of a
different kind or to a different degree than the other class. The Funds allocate
all other expenses to each class on the basis of the net asset value of that
class in relation to the net asset value of the particular Fund. Institutional
shares (and Class A and B shares) have identical voting rights except that each
class has exclusive voting rights on any matter submitted to shareholders
relating solely to the class. In addition, Institutional shares (and Class A and
Class B shares) have separate voting rights on any matter submitted to
shareholders where the interests of one class differ from the interests of the
other class. Matters submitted to shareholder vote must be approved by each Fund
separately except:

1)   when required otherwise by the 1940 Act; or

2)   when the Trustees determine that the matter does not affect all Funds:
     then, only the shareholders of the affected Funds may vote.

======================================36========================================

              The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                            The AAL Mutual Funds
================================================================================


Shares are freely transferable, entitled to dividends declared by the Trustees,
and receive the assets of their respective Fund in the event of liquidation. The
Trust generally holds annual shareholder meetings only when required by law or
at the written request of shareholders owning at least 10% of the Trust's
outstanding shares. Shareholders may remove Trustees from office by votes cast
in person or by proxy at a shareholders meeting.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder, Trustee and/or officer
liability for acts on behalf of the Trust or for Trust obligations that are
binding only on the assets and property of the Trust. The Funds include this
disclaimer in each agreement, obligation, or contract entered into or executed
by the Trust or the Board. The Declaration of Trust provides for indemnification
out of the Trust's assets for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. The risk of a shareholder
incurring financial loss on account of shareholder liability is remote because
it is limited to circumstances where the Trust itself is unable to meets its
obligations.

ASSET ALLOCATION (DIVERSIFICATION)
================================================================================

You should not consider an investment in any one Fund a complete investment
program. Like most investors, you should hold a number of different investments,
each with a different level of risk, such as common stocks, bonds and money
market certificates. You may want to meet your goal of diversifying your
investments by purchasing shares in a number of different Funds, each of which
has a different investment strategy and level of risk.

QUESTIONS
================================================================================

If you have questions, contact the Mutual Fund Service Center by calling 
800-553-6319 or writing us at:

THE AAL MUTUAL FUNDS
222 WEST COLLEGE AVENUE
APPLETON, WI 54919-0007.

======================================37========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
Glossary of Important Terms
================================================================================


AMERICAN DEPOSITORY RECEIPTS (ADRS):  See Depository Receipts.
-----------------------------------

AMORTIZED:  Paying the principal on a debt by installments; an accounting method
---------
that provides for the gradual decline in the value of an asset.

ANNUALIZED:  Calculated to represent a year; a statement produced by calculating
----------
financial results for periods other than a complete year.

ASSET-BACKED SECURITIES:  SEE MORTGAGE AND ASSET-BACKED SECURITIES, BELOW. 
-----------------------

BOND:  An interest-bearubg devt security, or discounted government or corporate
----
security, that requires the issuer to pay a specified amount of interest for a
specified time, usually a number of years, then repay the bondholder the face
amount of the bond.

BUSINESS DAY:  Any day the New York Stock Exchange (NYSE) are open for business.
------------
A business day normally begins at 8:00 a.m. Central Time when the NYSE opens,
and usually ends at 3:00 p.m. Central Time when the NYSE closes.

CALL OPTION:  A contract giving the owner the right to buy 100 shares of a stock
-----------
at a predetermined price any time up to a predetermined expiration date. 

   
CAPITAL GAIN OR LOSS:  A capital gain or loss equals the increase or decrease in
--------------------
the value of a security over the original purchase price. A gain or loss is
REALIZED when the security that has increased or decreased in value is sold. An
UNREALIZED GAIN or LOSS occurs when the value of a security increases or
decreases but the security is not sold. If a security is held for more than the
applicable capital gains tax holding period and then sold at a profit, that
profit is a REALIZED LONG-TERM OR MEDIUM-TERM CAPITAL GAIN. If it is sold at a
profit before the applicable period, that profit is a REALIZED SHORT-TERM
CAPITAL GAIN.
    

CHARTERED FINANCIAL ANALYST (CFA):  Designation earned by financial analysts who
---------------------------------
pass examinations in economics, financial accounting, portfolio management,
security analysis and standards of conduct. 

COLLATERAL:  Something of value --such as real estate, stocks and bonds --
----------
pledged to secure a debt. 

COMMERCIAL PAPER:  Short-term, unsecured debt obligations issued by businesses
----------------
and sold at a discount but redeemed at pay within 2 to 270 days.

COMPOUND INTEREST:  Interest paid upon interest; interest that is calculated and
-----------------
credited daily, weekly, monthly, quarterly, semi-annually or annually on both
the principal and the already credited interest.

CONVERTIBLE BONDS:  Bonds that convert or exchange into stocks or carry with it
-----------------
the right to acquire stocks evidenced by warrants attached to the bond or
acquired as part of the unit with the bonds.

COVERED OPTION:  Option contract where the purchase or seller of the contract
--------------
owns or has the rights to purchase the shares underlying the option.

CREDIT RISK:  The fundamental risk of investing that the issuer of a security
-----------
may not be able to meet its obligations to its investors, usually used in
describing the fundamental risk of debt securities. Nationally recognized
statistical rating organizations (NRSROs) rate debt securities on the ability of
the issuer to pay the interest and principal on the debt issued.

DEBT SECURITIES:  Bonds and other debt instruments used by issuers to borrow
---------------
money from investors. The issuer pays the investor a fixed or variable rate of
interest, and must repay the amount borrowed at maturity.

DEFERRED INTEREST BONDS:  Bonds that an issuer issues at a significant discount
-----------------------
from face value and does not begin paying interest on the bonds for a delayed
period of time. The discount approximates the total amount of interest the bonds
will accrue and compound over the period until the first interest accrual date
at a rate of interest reflecting the market rate of the security at the time of
issuance.

DELAYED DELIVERY SECURITIES:  Refers to the delivery of securities later than
---------------------------
the scheduled date. A contract calling for delayed delivery, known as "seller's
option," is usually agreed to by both parties to a trade.

DEPOSITORY RECEIPTS:  Depository receipts are receipts evidencing ownership in
the underlying shares of a foreign company. Generally, U.S. banks and trusts
issue American depository receipts (ADRs) and American depository shares (ADSs).
They hold the foreign company securities underlying the receipts in their

======================================38========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                     Glossary of Important Terms
================================================================================


vaults. In addition to the underlying securities, the receipts entitle the
shareholder to all dividends and capital gains. The bank or trust company
issuing the receipts may have denominated the receipts in a currency other than
the currency underlying the foreign security. U.S. and European banks and trust
companies usually issue global depository receipts (GDRs), which are receipts in
the shares of a global offering of a foreign issuer who has issued two
securities simultaneously in two markets, usually publicly in a non-U.S. markets
and privately in the U.S. market. European banks and trust companies generally
issue European depository receipts (EDRs), sometimes called continental
depository receipts (CDRs) when issued in bearer form, which evidence ownership
in foreign securities.

EQUITY:  Ownership interest in a company; stocks represents the equity or amount
------
of ownership you have in the company issuing the stocks.

FACE VALUE:  See Par.
----------

FDIC:  The Federal Deposit Insurance Corporation is an agency of the federal
----
government that guarantees individual deposits up to $100,000 at participating
banks and savings and loan associations.

FINANCIAL RISK:  The fundamental risk of how a company will perform after
--------------
analyzing its balance sheet and income statements to forecast its future stock
price movements. Fundamental analysts consider past records of assets, earnings,
sales, product, management and markets in predicting future trends in these
indicators of a company's success or failure. There is a risk that factors
affecting a company's performance will change, causing the company's stock to
under-perform.

FLOATING RATE BONDS:  See Variable or Floating Rate Bonds.
-------------------

403(B)(7) RETIREMENT PLAN:  A personal retirement savings program that lets
-------------------------
employees of certain tax-exempt organizations or school systems and educational
institutions contribute a portion of their earnings, usually by salary deferral
agreement, into a special mutual fund account. Contributions are made on a pre-
tax basis and benefit from tax-deferred build up of income. The right to
withdraw funds is limited by law and amounts withdrawn are subject to income
taxes.

FUTURES CONTRACT:  Agreement to buy or sell a specific amount of a commodity or
----------------
financial instrument at a particular price on a stipulated future date.

GENERAL OBLIGATION BONDS:  Municipal bonds secured by the issuer's pledge of its
------------------------
credit and taxing power for the payment of principal and interest.

INDUSTRIAL DEVELOPMENT BONDS:  Municipal bonds (usually revenue bonds), the
----------------------------
credit quality of which is normally directly related to the credit standing of
the industrial user involved or of the issuer of any credit enhancement such as
an insurance policy or letter of credit.

INFLATION RISK:  The risk that a rise in the level of prices for goods and
--------------
services (inflation) will decrease the value of your money in terms of your
investments or the income from your investments.

INTEREST:  The payment borrowers (i.e., bond issuers) make to lenders (i.e.,
--------
bond holders) for the use of their money, usually expressed as a percentage of
the amount borrowed (the principal). Usually interest is expressed as a rate per
period of time, typically one year, in which case it is called an annual rate of
interest.

INTEREST RATE RISK:  The risk that a rise in the level of interest rates will
------------------
reduce the market value (price) of securities held, particularly bonds, in a
Fund's portfolio. Typically, a bond pays a fixed rate of interest (called the
"coupon"). When interest rates rise in the economy the value of the coupon (the
amount of money received on the bond periodically) falls in comparison. As a
result, the price of the bond declines. In general, a decline in prevailing
interest rate levels increases the value of the securities, particularly the
bonds, held in a Fund's portfolio and vice versa. Interest rate fluctuations
affect a Fund's net asset values but not the income received from its existing
portfolio because the income paid on the bonds or other securities does not
change. However, changes in prevailing interest rates will affect the yields on
subsequently purchased securities.

INVESTMENT GRADE:  A bond or other fixed-income security is considered
----------------
investment grade if it is rated investment grade by a NRSRO, such as BBB or
better by D&P or S&P or Baa or better by Moody's. See the Appendix.

LIQUIDITY:  The ease and speed at which an investor or holder of the security
---------
can sell or otherwise convert the security into cash.

======================================39========================================

                The AAL Mutual Institutional Shares Prospectus
<PAGE>
 
Glossary of Important Terms
================================================================================


MARGIN:  Amount a customer deposits with a broker when borrowing from the broker
------
to buy securities.

MARKET CAPITALIZATION:  The value of a corporation as determined by multiplying
---------------------
the current market price of a share of common stock by the number of shares held
by shareholders. Thus, if a corporation has one million shares outstanding and
the market price of a share is $10, the market capitalization of the corporation
is $10 million.

MARKET RISK:  Refers to the tendency of security prices to move together. The
-----------
risk that a broad market downturn will affect investments in a particular field.
Market Value: The price at which an investor can buy or sell a security at a
given time in an open market.

MATURITY:  The date on which the principal of a debt obligation, such as a bond,
--------
comes due and must be repaid.

MONEY MARKET INSTRUMENT:  Short-term, liquid debt, such as Treasury bills and
-----------------------
commercial paper. The issuers sell these instruments at a discount but redeem
them at par. See Commercial Paper.

MORTGAGE AND ASSET-BACKED SECURITIES:  Typically these securities consist of
------------------------------------
interest in pools of mortgages or consumer loans that provide monthly payments
consisting of both interest and principal payments. In effect, these securities
"pass through" the monthly payments that individual borrowers make on their
mortgages or consumer loans net of any fees paid to the issuers or guarantors of
such securities. Mortgage backed and/or asset-backed securities may make
additional payments due to principal prepayments made on the mortgages or loans,
refinancing or foreclosures on the underlying property. Mortgage-backed
securities also may include debt obligations collateralized by mortgage loans or
mortgage pass-through securities ("CMOs") and stripped mortgage-backed
securities, as well as other types of mortgage-backed securities. For more
information on mortgage-backed securities, please refer to the Statement of
Additional Information.

MUNICIPAL BONDS:  Debt obligations issued by or on behalf of state governments,
---------------
U.S. territories or possessions, the District of Columbia and their political
subdivisions, agencies and instrumentalities. Generally, the interest on
municipal bonds is exempt from federal income tax.

MUTUAL FUND:  Also called an open-end investment company. People invest by
-----------
buying shares in the mutual fund, thereby pooling shareholders' money and
allowing the fund to invest in a number of securities. The fund distributes any
profits from these investments, after expenses, to the fund's shareholders.
Although shares in the fund are sold publicly, they are not traded on an open
exchange because the fund will buy and sell shares to meet investor demand.
Since the company can issue more shares, the company's capitalization is not
fixed but open.

NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION (NRSRO):  A company that
-------------------------------------------------------------
assesses the quality and potential performance of bonds, commercial paper,
preferred and common stocks and municipal short-term issues, and rates the
probability that the issuer of the debt will meet the scheduled interest
payments and repay the principal. Ratings are published by such companies as
Moody's Investors Service (Moody's), Standard & Poor's Corporation (S&P), Duff &
Phelps, Inc. (D&P) and Fitch Investor Services, Inc. (Fitch).

PAR:  The stated principal value of a bond or the stated value per share of
---
stock. The par value of stock usually is only used to calculate fees for
incorporation. Typically bonds have a principal value of $1,000.00. A security
selling at its face value is said to be selling at "par". A security selling
below its face value is said to be selling below par or at a discount. A
security selling above its face value is said to be selling above par or at a
premium.

PRINCIPAL:  Face value of an obligation (such as a bond or loan) that must be
---------
repaid at maturity. Portfolio: Combined holding of more than one stock, bond,
commodity, real estate investment, cash equivalent or other asset by an
individual or institutional investor. The purpose of a portfolio is to reduce
risk by diversification.

PORTFOLIO:  Combined holding of more than one stock bond, commodity, real estate
---------
investment, cash equivalent or other asset by an individual or institutional 
investor. The purpose of a portfolio is to reduce risk by diversification.

PREFERRED STOCKS:  Stocks with a fixed dividend that must be paid before the
----------------
dividends of common stocks are paid.

======================================40========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                     Glossary of Important Terms
================================================================================


PUBLIC UTILITIES:  A privately owned company that is involved in the generation,
----------------
transmission or distribution of electricity, gas, energy, water and telephone,
telegraph, satellite, microwave and other communication facilities for the
public benefit.

PUT OPTION:  A contract giving the owner the right to sell 100 shares of stock
----------
at a predetermined price any time up to a predetermined expiration date.

QUALIFIED RETIREMENT PLANS:  Retirement plans established and maintained by an
--------------------------
employer for the benefit of its employees that must comply with special federal
tax and labor laws and regulations. Some of the more common types of qualified
plans are pension, profit sharing and 401(k) plans. A 401(k) plan also permits
employees to make contributions to the plan through salary deferrals.

RECORD DATE:  Date on which a shareholder must officially own shares in order to
-----------
be entitled to a dividend. Regulated Investment Company: Term used by Internal
Revenue Code to define a mutual fund.

REPURCHASE AGREEMENT:  Agreement between a seller and a buyer, usually of U.S.
--------------------
government securities, whereby the seller agrees to repurchase the securities at
an agreed upon price and, usually, at a stated time.

REVENUE BONDS:  Municipal bonds that usually are payable only from the revenues
-------------
derived from a particular facility or class of facilities, or in some cases from
the proceeds of a special excise tax or other specific revenue source.

Risk:  The possibility that you may lose all or part of your investment, that
----
the value of your investment will decrease, or that you will receive little or
no return on your investment. There are many kinds of risks in investing. See
Credit Risk, Foreign Risk, Inflation Risk, Interest Rate Risk and Market Risk.

SEC:  The U.S. Securities and Exchange Commission.
---

Securities:  Financial instruments, usually stocks, bonds, money market
----------
instruments or mutual fund shares issued by corporations, municipalities and
state, local or national governments or investment companies to raise or borrow
money or give the public an opportunity to participate in the growth of a
company.

STANDARD & POOR'S INDEX:  Also known as the STANDARD & POOR'S 500(R) (S&P
-----------------------
500(R)); Standard & Poor's Corporation is a subsidiary of McGraw-Hill, Inc. that
provides a number of investor services. The S&P 500(R) is a measure of the
changes in stock market conditions based on the average performance of 500
widely held common stocks. The S&P 500(R) is considered the benchmark for large
stock investors.

S&P SMALLCAP 600 INDEX (S&P SMALLCAP):  Introduced in October 1994 to track
-------------------------------------
small cap stocks. It contains companies chosen by a committee at Standard &
Poor's for their size, industry characteristics and liquidity. None of the
companies in the S&P Small Cap overlap with the S&P 500 or S&P Mid Cap. However,
some companies in the S&P Small Cap are larger than the S&P Mid Cap or S&P 500.

S&P MIDCAP 400 INDEX (S&P MIDCAP):  Contains companies chosen by a committee at
---------------------------------
Standard & Poor's for their mid cap size and industry characteristics. None of
the companies in the S&P MidCap overlap with the S&P 500 or S&P SmallCap. Some
companies in the S&P MidCap, however, are larger than those in the S&P 500 and
smaller than those in the S&P SmallCap. This is a function of the normal drift
that takes place in any index as some companies' stock prices appreciate and
those of others depreciate.

Stocks:  See Equity.
------

Structured Securities:  Securities that have a value (i.e., principal amount at
---------------------
maturity and/or coupons or dividend amounts) linked to currencies, interest
rates, commodities, indices or other financial indicators. Typically, these
securities are debt securities or deposits whose value at maturity (i.e.,
principal value) or coupon rate is determined by reference to a specific
instrument or statistic. For example, gold structured securities may provide for
maturity values that depend on the price of gold, resulting in securities whose
prices tend to rise and fall together with gold prices. These securities involve
additional risk, including structures that may reduce the coupons and/or
dividend amounts to zero or the redemption amounts payable at maturity as a
result of a decline in the value of the underlying instrument. Structured
securities may have more volatility than the price of the underlying instrument.

TOTAL RETURN:  The combination of the price change of an investment plus any
------------
income (or


======================================41========================================

             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
GLOSSARY OF IMPORTANT TERMS
================================================================================

other distributions), expressed as a percentage gain or loss in the investment's
value.

TRANSFER AGENT: An agent appointed by a mutual fund to maintain shareholder
--------------
records and issue share certificates.

TRUST: An arrangement that permits one party, the Trustee, to hold legal title
-----
of and control property for the benefit of another party, the beneficiary.

TURNOVER: Also called the Portfolio Turnover Rate; the percentage change in the
--------
assets held by a mutual fund due to its purchases and sales. A portfolio
turnover rate of 100% means that the Fund has purchased and sold securities
equal to 100% of the Fund's total net asset value for the year.

12B-1 DISTRIBUTION FEE: The fee a mutual fund charges shareholders to cover the
----------------------
expenses the fund has for shareholder service, advertising, promoting and
selling shares in the fund, also called distribution fee. The Funds do not
charge 12b-1 fees for Institutional shares.

VARIABLE OR FLOATING RATE BONDS: Variable or floating rate debt obligations bear
-------------------------------
variable or floating interest rates and carry rights that permit holders to
demand payment of the unpaid principal balance plus accrued interest from the
issuers or certain financial intermediaries. Floating rate instruments have
interest rates that change whenever there is a change in a designated base rate
while variable rate instruments provide for a specified periodic adjustment in
the interest rate. The interest rate formulas are designed to result in a market
value for the instruments that approximate their par values, reducing the effect
of changing market conditions on their underlying market values.

VARIABLE RATE MASTER DEMAND NOTES: Unsecured obligations, redeemable on notice,
---------------------------------
that permit investment of varying amounts at varying interest rates according to
an agreement with the issuer.

VOLATILITY: The measure of the rise and fall of a security's price over a stated
----------
period of time. 

WHEN-ISSUED SECURITIES: The term refers to a transaction made conditionally
----------------------
because the security, although authorized, has not yet been issued. New issues
of stocks and bonds, stocks that have split and Treasury securities are all
traded on a when issued basis.

YIELD: The income generated by an investment (from dividends or interest) over a
-----
given period of time, expressed as a percentage of either cost or current price.

ZERO COUPON BONDS: Bonds that the issuer issues at a significant discount from
-----------------
face value. The discount approximates the total amount of interest the bonds
will accrue and compound over the period until maturity reflecting the market
rate of the security at the time of issuance.

======================================42========================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                      APPENDIX: SECURITY RATINGS
================================================================================

RATINGS IN GENERAL
--------------------------------------------------------------------------------
A NRSRO's rating represents the organization's opinion on the credit quality a
particular security. The ratings are general and do not portray absolute
standards on the creditworthiness of an issuer. We continuously monitor the
ratings given by the NRSROs on the securities in a Funds' portfolios as part of
our ongoing effort to monitor the Funds' debt quality. Individual analysts give
different weightings to the various factors involved in credit analysis. A
rating is not a recommendation to purchase, sell or hold a security. A rating
does not take into account market value or suitability for a particular
investor. When a security has received a rating from more than one service, the
Funds' Adviser and/or the Sub-Adviser for The AAL International Fund evaluates
each rating independently. Rating organizations base their ratings on current
information furnished by the issuer or obtained from other sources they consider
reliable. Rating organizations may change, suspend or withdraw their ratings due
to changes in, unavailability of, such information or for other reasons.

The Funds have provided the following rating characteristics used by four major
nationally recognized statistical ratings organizations ("NRSROs"), Duff &
Phelps Credit Rating Co., Moody's Investors Service, Inc. Standard & Poor's
Corporation and Fitch Investors Service.

BOND RATINGS
================================================================================

DUFF & PHELPS RATING SCALE DEFINITIONS
--------------------------------------------------------------------------------
AAA: Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA-: High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic conditions.

A+, A, A-: Protection factors are average but adequate. However risk factors are
more variable and greater in periods of economic stress.

BBB+, BBB, BBB-: Below average protection factors but still considered
sufficient for prudent investment. Considerable
variability in risk during economic cycles.

BB+, BB, BB-: Below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.

B+, B, B-: Below investment grade and possessing risk that the obligation might
no be met when due. Financial protection factors will fluctuate widely according
to economic cycles, industry conditions and/or company fortunes. Potential
exists for frequent changes in the rating within this category or into a higher
or lower rating category.

CCC: Well below investment grade securities. Considerable uncertainty exists as
to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions and/or with unfavorable company developments.

DD: Defaulted debt obligations. Issuer failed to meet scheduled principal and or
interest payments.

DP: Preferred stocks with dividend arrearage.

MOODY'S RATING SCALE DEFINITIONS
--------------------------------------------------------------------------------
Aaa: Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds that are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are general known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as Aaa securities or fluctuations of protective elements may
be of greater amplitude or there may be other elements present that make long-
term risk appear somewhat larger than the Aaa securities.

A: Bonds that are rated A possess many favorable investment attributes and are
to be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest susceptibility to impairment some time in the future.

Baa: Bonds that are rated Baa are considered medium-grade obligations (i.e. they
are neither highly protected nor poorly secured). Interest payments and

======================================43========================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
APPENDIX: SECURITY RATINGS
================================================================================

principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds that are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds that are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over a long period of time may be small.

Caa: Bonds that are rated Caa have poor standing. Such issues may be in default
or present elements of danger with respect to principal or interest. 

Ca: Bonds that are rated Ca represent obligations that are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C: Bonds that are rate C are the lowest-rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its generic rating category; the modifier 2 indicates a mid-
range ranking; and the modifier 3 indicates that the company ranks in the lower
end of its generic rating category.

STANDARD & POOR'S ("S&P") RATING SCALE DEFINITIONS
--------------------------------------------------------------------------------
AAA: Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated "AA" has very strong capacity to pay interest and repay principal
and differs from the higher-rated issues only in small degrees.

A: Debt rated "A" has strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB: Debt rated "BBB" has an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than in higher-rated categories.

BB, B, CC, C, C: Debt rated "BB", "B", "CCC", "CC" and "C" is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. "BB"
indicates the lowest degree of speculation and "C" the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

BB: Debt rated "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions that could lead to inadequate
capacity to meet timely interest and principal payments. The "BBB" rating
category is also used for debt subordinated to senior debt that is assigned an
actual or implied "BBB-" rating.

B: Debt rated "B" has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions likely will impair capacity or willingness to
pay interest and repay principal. The "B" rating is also used for debt
subordinated to senior debt that is assigned an actual or implied "BB" or "BB-"
rating.

CCC: Debt rated "CCC" has a currently identifiable vulnerability to default and
is dependent upon favorable business, financial and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

CC: The rating "CC" is typically applied to debt subordinated to senior debt
that is assigned an actual or implied "CCC" rating.

C: The rating "C" is typically applied to debt subordinated to senior debt that
is assigned an actual or implied "CCC-" debt rating. The "C" rating may be used
to cover a situation in which a

======================================44========================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
                                                      APPENDIX: SECURITY RATINGS
================================================================================

bankruptcy petition has been filed, but debt service payments are continued.

CI: The rating "CI" is reserved for income bonds on which no interest is paid.

D: Debt rated "D" is in payment default. The "D" rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes such payments will
be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

NR: Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate
the particular type of obligation as a matter of policy.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
category.

FITCH'S INVESTMENT GRADE BOND RATING DEFINITIONS
--------------------------------------------------------------------------------
AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal that is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+."

A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have an adverse impact on these bonds, and therefore impair
timely payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

NR: Indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or Minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "AAA" category.

COMMERCIAL PAPER RATINGS
================================================================================

DUFF & PHELP'S COMMERCIAL PAPER RATINGS
--------------------------------------------------------------------------------
CATEGORY 1: TOP GRADE DUFF 1 PLUS: Highest certainty of timely payment. Short-
term liquidity, including internal operating factors and/or ready access to
alternative sources of funds, is clearly outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.

DUFF 1: Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.

DUFF 1 MINUS: High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

CATEGORY 2: GOOD GRADE

DUFF 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

CATEGORY 3: SATISFACTORY GRADE

DUFF 3: Satisfactory liquidity and other protection factors qualify issue as to
investment grade. Risk factors are larger and subject to more variation.
Nevertheless timely payment is expected.

MOODY'S COMMERCIAL PAPER RATINGS
--------------------------------------------------------------------------------
Moody's commercial paper ratings are opinions of the ability to repay punctually
promissory obligations. Moody's employs the following three category
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:

PRIME 1: Highest quality;
PRIME 2: Higher quality; and
PRIME 3: High quality.

S&P'S COMMERCIAL PAPER RATINGS
--------------------------------------------------------------------------------
A Standard & Poor's ("S&P") commercial paper rating is a current assessment of
the likelihood of timely payment. 

======================================45========================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 
APPENDIX: SECURITY RATINGS
================================================================================

Ratings are graded into four categories, ranging from "A" for the highest
quality obligations to "D" for the lowest.

A: Issues assigned the highest rating category, A, are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers "1", "2" and "3" to indicate the relative degree of safety.

A-1: The designation A-1 indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. A "+" designation is applied to
those issues rated "A-1" that possess extremely strong safety characteristics.

A-2: Capacity for timely payment on issues with the designation "A-2" is strong.
However, the relative degree of safety is not as high as for issues designated 
A-1.

A-3: Issues carrying the designation A-3 have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effect of
changes in circumstances than obligations carrying the higher designations.

OTHER RATINGS
================================================================================

MOODY'S MUNICIPAL NOTE RATINGS
--------------------------------------------------------------------------------
MIG 1: This designation category denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG 2: This designation category denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

MIG 3: This designation category denotes favorable quality. All security
elements are accounted for but there is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.

MOODY'S RATINGS OF THE DEMAND FEATURES ON VARIABLE RATE DEMAND SECURITIES
--------------------------------------------------------------------------------
Moody's may assign a separate rating to the demand feature of a variable rate
demand security. Such a rating may include:

VMIG 1: This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

VMIG 2: This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.

VMIG 3: This designation denotes favorable quality. All security elements are
accounted for but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.

S&P NOTE RATINGS
--------------------------------------------------------------------------------
SP-1: Notes rated SP-1 have very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety characteristics
are designated as SP-1+.

SP-2: Notes rated SP-2 have satisfactory capacity to pay principal and interest.
Notes due in three years or less normally receive a note rating. Notes maturing
beyond three years normally receive a bond rating, although the following
criteria are used in making that assessment: (1) the amortization schedule (the
larger the final maturity relative to other maturities, the more likely the
issue will be rated as a note); (2) and the source of payment (the more
dependent the issue is on the market for its refinancing, the more likely it
will be rated as a note).

S&P RATINGS OF THE DEMAND FEATURES ON VARIABLE RATE DEMAND SECURITIES
--------------------------------------------------------------------------------
S&P assigns dual ratings to all long-term debt issues that have as part of their
provisions a demand feature. The first rating addresses the likelihood of
repayment of principal and interest as due, and the second rating addresses only
the demand feature. The long-term debt rating symbols are used for bonds to
denote the long-term maturity and the commercial paper rating symbols are
usually used to denote the put (demand) options (i.e., AAA/A-1+). Normally
demand notes receive note rating symbols combined with commercial paper symbols
(i.e., SP-1+/ A-1+).

======================================46========================================
             The AAL Mutual Funds Institutional Shares Prospectus
<PAGE>
 

                              The AAL Mutual Funds
                             222 West College Avenue
                             Appleton, WI 54919-0007
                     Telephone (414) 734-7633, 800-553-5319
                                TDD 800-684-3416

                       STATEMENT OF ADDITIONAL INFORMATION
                              Institutional Shares
                             Dated December 29, 1997

Equity-Oriented Funds

The AAL Small Cap Stock Fund:
Investing In Small Company Stocks

The AAL Mid Cap Stock Fund):
Investing In Mid-Sized Company Stocks

The AAL International Fund:
Investing In Foreign Stocks

The AAL Capital Growth Fund:
Investing In Large Company Stocks

The AAL  Equity Income Fund (Formerly Known as The AAL Utilities Fund):
Investing In Income-Producing Equity Securities

The AAL Balanced Fund:  Investing in Stocks, Bonds and Money Market Instruments

Income-Oriented Funds

   
The AAL High Yield Bond Fund:
Investing in Below Investment Grade Securities

The AAL Municipal Bond Fund:
Investing In Investment Grade Municipal Securities
    

The AAL Bond Fund:
Investing In Investment Grade Bonds

The AAL Money Market Fund:
 Investing in Money Market Instruments

This  Statement of  Additional  Information  is not a  prospectus,  but provides
additional  information  that should be read in conjunction  with The AAL Mutual
Funds  prospectus  dated December 29, 1997,  and any  supplements  thereto.  The
prospectus may be obtained at no charge by writing or telephoning The AAL Mutual
Funds at the address and telephone number above.  Class A and Class B shares and
two additional series:  The AAL U.S.  Government Zero Coupon Target Fund, Series
2001 and The AAL U.S.  Government  Zero Coupon  Target Fund,  Series  2006,  are
described in separate Prospectuses and Statements of Additional Information.

<PAGE>


In this  Statement  of  Additional  Information,  The AAL  Mutual  Funds  may be
referred  to as the  "Trust,"  and The  AAL  Small  Cap  Stock,  Mid Cap  Stock,
International,  Capital  Growth,  Equity  Income,  Balanced,  High  Yield  Bond,
Municipal  Bond,  Bond and Money Market Funds may be referred to collectively as
the "Funds" or  individually  as a "Fund." Terms not otherwise  defined have the
same meaning as in the prospectus.

Table of Contents

     Investment Objectives and Policies.....................................   2

     Investment Techniques..................................................   4

     Investment Restrictions................................................. 18

     Purchases, Redemptions; Pricing Considerations ......................... 19

     Compensation of The Board of Trustees..................................  21

     Investment Advisory Services............................................ 22

     Distributor............................................................. 25

     Portfolio Transactions.................................................. 25

     Dividends, Distributions and Taxes...................................... 26

     Calculation of Yield and Total Return................................... 28

     General................................................................. 32

     Shareholder Maintenance Agreement ...................................... 33

     Independent Accountants................................................. 34

     Financial Statements.................................................... 34

     Investment Objectives and Policies

The following  information  supplements the discussion of the Funds'  respective
investment  objectives  and policies  described in the  prospectus.  In pursuing
their  respective  objectives,  each Fund invests as described below and employs
the  investment  techniques  described in the  prospectus  and elsewhere in this
Statement  of  Additional  Information.  Each Fund's  investment  objective is a
fundamental policy, which may not be changed without the approval of a "majority
of  the  outstanding  voting  securities"  of  that  Fund.  A  "majority  of the
outstanding  voting  securities" means the approval of the lesser of: (i) 67% or
more of the voting  securities  at a meeting if the  holders of more than 50% of
the outstanding voting securities of a Fund are present or represented by proxy;
or (ii) more than 50% of the outstanding voting securities of a Fund.

The AAL Small Cap Stock Fund:  Investing In Small Company Stocks

This Fund seeks capital growth by investing primarily in a diversified portfolio
of common stocks, and securities  convertible into common stocks, of small-sized
companies with a market capitalization of less than $1 billion.

The AAL Mid Cap Stock Fund:  Investing In Mid-Sized Company Stocks

This Fund seeks capital growth by investing primarily in a diversified portfolio
of common stocks,  and securities  convertible into common stocks,  of mid-sized
companies with a market  capitalization  of between $100 million and $5 billion,
focusing on those with a market  capitalization of between $400 million and $3.5
billion.

The AAL International Fund:  Investing In Foreign Stocks

This Fund seeks capital growth by investing primarily in a diversified portfolio
of foreign securities.

The AAL Capital Growth Fund:  Investing In Large Company Stocks

This Fund seeks long-term capital growth by investing in a diversified portfolio
of common stocks and securities convertible into common stocks.

The AAL  Equity  Income  Fund  (f/k/a  The AAL  Utilities  Fund):  Investing  In
Income-Producing Equity Securities

This Fund seeks current income,  long-term income growth and capital growth,  by
investing  primarily  in a  diversified  portfolio  of  Income-Producing  Equity
Securities.  Prior to September 1, 1997, The AAL Equity Income Fund was known as
The AAL Utilities Fund.

The AAL Balanced Fund:  Investing In Stocks, Bonds and Money Market Instruments

The Fund seeks  long-term  total return through a balance between income and the
potential for long-term  capital growth by investing  primarily in a diversified
portfolio of common stocks,  bonds and money market instruments.  We will select
these  investments  consistent  with the investment  policies of The AAL Capital
Growth, Bond and Money Market Funds, respectively.

   
The AAL High Yield Bond Fund:  Investing in Below-Investment Grade Securities
    

This Fund seeks high current income and secondarily  capital growth by investing
primarily in a diversified portfolio of high yield, high risk bonds ("High Yield
Bonds").

   
The AAL Municipal Bond Fund:  Investing In Investment Grade Municipal Securities
    

This Fund seeks a high  level of  current  income  that is exempt  from  federal
income taxes, consistent with preservation of capital, by investing primarily in
a diversified portfolio of municipal securities.

The AAL Bond Fund:  Investing In Investment Grade Bonds

This  Fund  seeks a high  level  of  current  income,  consistent  with  capital
preservation,  by investing  primarily in a diversified  portfolio of investment
grade bonds and other debt securities.

The AAL Money Market Fund:  Investing In Money Market Instruments

This Fund seeks a high level of current income  consistent with  preservation of
capital and liquidity by investing in a diversified  portfolio of  high-quality,
short-term money market instruments.

<PAGE>


Investment Techniques

Each of the Funds may use the techniques  described in the prospectus and in the
Statement of Additional Information in pursuit of its investment objective.

Lending Portfolio Securities

Subject to restriction (4) under  "Investment  Restrictions,"  below, a Fund may
lend its portfolio securities to broker-dealers and financial institutions, such
as banks  and  trust  companies.  The  Adviser  and/or  Sub-Adviser  for The AAL
International  Fund will monitor the  creditworthiness  of any firm with which a
Fund  engages  in  securities  lending  transactions.  Any  such  loan  must  be
continuously  secured by collateral in cash or cash equivalents  maintained on a
current basis in an amount at least equal to the market value of the  securities
loaned by the Fund.  The Fund would  continue to receive the  equivalent  of the
interest or dividends  paid by the issuer on the  securities  loaned,  and would
also receive an  additional  return which may be in the form of a fixed fee or a
percentage of the collateral. The Fund would have the right to call the loan and
obtain  the  securities  loaned  at any time on  notice  of not more  than  five
business days.  The Fund would not have the right to vote the securities  during
the  existence  of the  loan,  but  would  call the  loan to  permit  voting  of
securities  during  the  existence  of the  loan  if,  in the  Adviser's  and/or
Sub-Adviser  for  The  AAL  International  Fund's  judgment,  a  material  event
requiring a shareholder vote would otherwise occur before the loan was repaid.

In the event of  bankruptcy  or other  default of the  borrower,  the Fund could
experience  both delays in  liquidating  the loan  collateral or recovering  the
loaned securities and losses including: (a) possible decline in the value of the
collateral or in the value of the  securities  loaned during the period when the
Fund seeks to enforce  its rights  thereto;  (b)  possible  subnormal  levels of
income and lack of access to income  during  this  period;  and (c)  expenses of
enforcing its rights.

Repurchase Agreements

The Funds maintain procedures for evaluating and monitoring the creditworthiness
of firms with which they enter into repurchase agreements. A Fund may not invest
more than 10% of its net assets in repurchase  agreements  maturing in more than
seven days.

When-Issued and Delayed Delivery Securities

A Fund may purchase  securities on a when-issued or  delayed-delivery  basis, as
described  in the  prospectus.  A Fund  makes  such  commitments  only  with the
intention of actually  acquiring  the  securities,  but may sell the  securities
before   settlement  date  if  the  Adviser  and/or   Sub-Adviser  for  The  AAL
International Fund deems it advisable for investment reasons.

At the time a Fund enters into a binding obligation to purchase  securities on a
when-issued basis, liquid assets of the Fund having a value at least as great as
the purchase price of the securities to be purchased are identified on the books
of the  Fund and held by the  Funds'  custodian  throughout  the  period  of the
obligation.  The use of these investment strategies may increase net asset value
fluctuation.

Rated Securities

If the rating of a Fund security is lost or reduced, the Fund is not required to
sell  the  security,  but  the  Adviser  and/or  the  Sub-Adviser  for  The  AAL
International  Fund will  consider  such fact in  determining  whether that Fund
should continue to hold the security.  The AAL Money Market Fund, however,  will
sell downgraded commercial paper to the extent required to comply with Rule 2a-7
under the Investment Company Act of 1940 (the "Act").

To the extent that the ratings given by Nationally Recognized Statistical Rating
Organizations  ("NRSRO") for debt securities  change as a result of changes in a
NRSRO,  or  changes  in a NRSRO's  rating  system,  a Fund will  attempt  to use
comparable ratings as standards for its investments in debt securities in accord
with its investment policies.

High Yield Bond Market -- The AAL  International,  Equity  Income and High Yield
Bond Funds

The AAL  International,  Equity  Income and High Yield Bond Funds invest in high
yield, high risk bonds, with The AAL High Yield Bond Fund normally  investing at
least 65% of its total  assets in such  securities.  While the  market  for high
yield  bonds has  existed  for many years and has  weathered  previous  economic
downturns,  the 1980s brought a dramatic  increase in the use of such securities
to  fund  highly  leveraged  corporate  acquisitions  and  restructuring.   Past
experience may not provide an accurate  indication of the future  performance of
the high yield bond market,  especially  during  periods of economic  recession.
From 1989 to 1991, the  percentage of  lower-quality  securities  that defaulted
rose  significantly  above prior  default  levels.  However,  the  default  rate
decreased subsequently.

The AAL High Yield Bond Fund may invest in Iower-rated asset and mortgage-backed
securities,  including interest in pools of lower-rated bonds, consumer loans or
mortgages,  or complex instruments such as collateralized  mortgage  obligations
("CMOs")  and  stripped  mortgage-backed  securities  (the  separate  income  or
principal components). Changes in interest rates, the market's perception of the
issuers and the  creditworthiness  of the  parties  involved  may  significantly
affect the value of these bonds.  Some of these  securities may have a structure
that makes their  reaction  to interest  rates and other  factors  difficult  to
predict,  causing  their  value to be highly  volatile.  These bonds also may be
subject  to  prepayment  risk.  During  periods  of  declining  interest  rates,
prepayment  of the loans  and  mortgages  underlying  these  securities  tend to
accelerate.  Accordingly,  any prepayments on these  securities held by the Fund
reduces our  ability to maintain  positions  in  high-yielding,  mortgage-backed
securities and reinvest the principal at comparable yields.

Certain high yield bonds carry particular  market risks.  Zero coupon,  deferred
interest and payment-in-kind  ("PIK") bonds, which are issued at deep discounts,
may experience  greater  volatility in market value.  Asset and  mortgage-backed
securities,  including  collateralized  mortgage  obligations,  in  addition  to
greater volatility, may carry prepayment risks.

Collateralized  Mortgage Obligations and Multi-Class  Pass-Through Securities --
The AAL Balanced, High Yield Bond and Bond Funds

The AAL Balanced,  High Yield Bond and Bond Funds may invest in  mortgage-backed
securities,  including CMOs and multi-class through  securities,  which are debt
instruments  issued by special  purpose  entities  secured by pools of  mortgage
loans or other mortgage-backed  securities.  Multi-class pass-through securities
are  interests in a trust  composed of mortgage  loans or other  mortgage-backed
securities.  Payments of  principal  and interest on the  underlying  collateral
provide the money to pay debt service on the CMO or make scheduled distributions
on the multi-class  pass-through security.  Multi-class pass-through securities,
CMOs, and classes thereof  (including those discussed below) are examples of the
types of financial instruments commonly referred to as "derivatives."

In a CMO, a series of bonds or certificates is issued in multiple classes.  Each
class of CMO,  often  referred to as a "tranche,"  is issued a specified  coupon
rate and has a stated maturity or final distribution date. Principal payments on
collateral  underlying  a CMO may cause it to be retired  substantially  earlier
than the  stated  maturity  or final  distribution  dates.  Interest  is paid or
accrues on all classes of a CMO on a monthly,  quarterly or  semi-annual  basis.
The principal and interest on the  underlying  mortgages may be allocated  among
the  several  classes  of a CMO's  series in many ways.  In a common  structure,
payment of  principal  on the  underlying  mortgages  are applied  according  to
scheduled cash flow priorities to classes of a CMO's series.

There are many  classes of CMOs.  There are "IOs"  which  entitle  the holder to
receive distributions  consisting solely or primarily of all or a portion of the
interest  in an  underlying  pool of  mortgages  or  mortgage-backed  securities
("Mortgage  Assets").  There are also "POs," which entitle the holder to receive
distributions  consisting  solely  or  primarily  of  all  or a  portion  of the
underlying pool of Mortgage Assets. In addition,  there are "inverse  floaters,"
which have a coupon rate that moves in the reverse  direction  to an  applicable
index, and accrual (or "Z") bonds, which are described below.

Each  Fund may not  invest  more than  7.5% of its net  assets in any IOs,  POs,
inverse  floaters  or accrual  bonds at any one time or more than 15% of its net
assets in all such obligations at any one time.

Inverse  floating CMOs are typically more volatile than fixed or adjustable rate
tranches of CMOs. Investments in inverse floating CMOs would be purchased by the
Funds to attempt  to protect  against a  reduction  in the income  earned on the
Funds'  investments  due to  decline  in  interest  rates.  The  Funds  would be
adversely  affected  by the  purchase of such CMOs in the event of a increase in
the interest  rates  because the coupon rate  thereon will  decrease as interest
rates  increase,  and,  like other  mortgage-backed  securities,  the value will
decrease as interest rates increase.

The cash flows and yields on IO and PO classes are  extremely  sensitive  to the
rate of principal  payments  (including  prepayments) on the related  underlying
pool of mortgage loans or mortgage backed  securities.  For example,  a rapid or
slow rate of principal  payments may have a material adverse effect on the yield
to maturity  of IOs or POs,  respectively.  If the  underlying  Mortgage  Assets
experience greater than anticipated  prepayments of principal,  the holder of an
IO may incur substantial losses even if the IO class is rate AAA. Conversely, if
the underlying Mortgage Assets experience slower than anticipated prepayments of
principal,  the yield and market  value for the holder of a PO will be  affected
more  severely  than  would  be  the  case  with a  traditional  mortgage-backed
security.

However,  if  interest  rates were  expected  to rise,  the value of an IO might
increase and may partially  offset other bond value declines,  and if rates were
expected to fall, the inclusion of POs could balance lower reinvestment rates.

An accrual or Z bondholder is not entitled to receive cash payments until one or
more  other  classes  of the CMO have  been paid in full  from  payments  on the
mortgage loans  underlying the CMO. During the period in which cash payments are
not being made on the Z tranche,  interest  accrues on the Z tranche at a stated
rate, and this accrued  interest is added to the amount of principal that is due
to the holder of the Z tranche.  After the other classes have been paid in full,
cash  payments  are  made  on  the Z  tranche  until  its  principal  (including
previously accrued interest that was added to principal, as described above) and
accrued interest at the stated rate have been paid in full. Generally,  the date
upon which cash payments begin to be made on a Z tranche  depends on the rate at
which  the  mortgage  loans  underlying  the  CMO  are  prepaid,  with a  faster
prepayment  rate resulting in an earlier  commencement of cash payments on the Z
tranche.  Like a zero coupon bond,  during its accrual period the Z tranche of a
CMO has the advantage of eliminating the risk of reinvesting  interest  payments
at lower rates during a period of declining  market  interest rates. At the same
time, however, and also like a zero coupon bond, the market value of a Z tranche
can be expected to fluctuate  more widely with changes in market  interest rates
than would the market value of a tranche that pays interest  currently.  Changes
in market interest rates also can be expected to influence  prepayment  rates on
the mortgage  loans  underlying the CMO of which a Z tranche is a part. As noted
above,  such changes in prepayment  rates affect the date at which cash payments
begin to be made on a Z tranche, and therefore also influence its market value.

Structured Securities -- The AAL International and High Yield Bond Funds

The AAL  International  and High Yield Bond Funds may invest in structured notes
and/or preferred  stocks,  the value of which is linked to currencies,  interest
rates, other commodities,  indices or other financial indicators. The securities
differ from other  securities in which the Funds may invest in several ways. For
example,  the coupon,  dividend  and/or  redemption  amount at  maturity  may be
increased or decreased depending on the value of the underlying instrument.

Investment in structured  securities  involves certain risks. In addition to the
credit risk of the issuer and the normal risks of changes in interest rates, the
redemption  amount may increase or decrease as a result of price  changes in the
underlying  instrument.  Further, in the case of certain structured  securities,
the coupon and/or  dividend may be reduced to zero, and any further  declines in
the value of the underlying  instrument  may then reduce the  redemption  amount
payable at maturity.  Finally,  structured  securities may have more  volatility
than the price of the underlying instrument.

Variable Rate Demand Notes

The Funds may purchase  variable rate master  demand notes,  which are unsecured
instruments  that  permit the  indebtedness  thereunder  to vary and provide for
periodic  adjustments in the interest rate.  Although the notes are not normally
traded  and there may be no  secondary  market in the  notes,  a Fund may demand
payment of principal at any time.  Except for The AAL High Yield Bond Fund,  the
notes  purchased  by the Fund  must be rated  in one of the two  highest  rating
categories  by a NRSRO or that have been issued by an issuer that has received a
rating from the requisite  NRSRO,  in the top categories with respect to a class
of short-term debt  obligations  that is now comparable in priority and security
with the  instrument.  If an  issuer  of a  variable  rate  master  demand  note
defaulted on its payment obligation, the Funds might be unable to dispose of the
note because of the absence of a secondary  market and might,  for this or other
reasons,  suffer a loss to the  extent  of the  default.  The  Funds  invest  in
variable rate master demand notes only when the Adviser deems the  investment to
involve minimal credit risk.

In some  instances,  The AAL  Money  Market  Fund  may  purchase  variable  rate
securities (the yields will vary in relation to changes in specific money market
rates,  such as the prime rate) with actual  maturities of 397 or more, but only
under  conditions  established by the Securities and Exchange  Commission  rules
that permit such securities to be considered to have maturities of less than 397
days. The Fund may invest in these  longer-term  variable rate  securities  only
when,  in the  Adviser's  view,  the Fund may be able to take  advantage  of the
higher  yield  that  is  usually  paid  on  these   securities  over  short-term
securities,  and it  appears to the  Adviser  that the  variable  rates on these
securities  may reduce the  fluctuations  in market value typical of longer-term
securities.  The Fund also may  purchase  variable  rate  securities  with a put
option, which may further reduce the risk of fluctuations in market value.

Portfolio  Turnover -- The AAL Small Cap Stock, Mid Cap Stock,  High Yield Bond,
Municipal Bond and Bond Funds

As noted in the  Prospectus,  portfolio  turnover  rates in  excess  of 100% may
increase  brokerage and other trading expenses incurred by a Fund. The AAL Small
Cap Stock and Mid Cap Stock Funds had  portfolio  turnover  rates of 138.50% and
112.60%,  and The AAL Municipal Bond and Bond Funds had portfolio turnover rates
of  119.70%  and  212.49%  for  the  fiscal  year  ended  on  April  30,   1997,
respectively.  The turnover  rates for The AAL Small Cap Stock and Mid Cap Stock
Funds reflect the portfolio  managers' growth investment styles, the purchase of
initial  public  offerings,  which tend to  appreciate  significantly  after the
offering and then level off in price,  and the  volatility  of small cap and mid
cap stock prices in general.  The portfolio  turnover rate for The AAL Bond Fund
reflects the portfolio  manager's active selection of the individual  securities
that he believes  provide the best  income for the  portfolio  within the Fund's
investment  parameters  at any one time.  The  portfolio  manager has  increased
buying and selling  securities for The AAL Bond Fund recently.  As a result, the
portfolio  turnover rate for the next fiscal year may be in excess of 300%,  and
may be as high as 600% or more.  The turnover  rate for The AAL  Municipal  Bond
Fund  reflects  the  portfolio  manager's  pursuit of total  return  (growth and
income) in the municipal securities market.

The AAL Equity Income Fund may have portfolio  turnover in excess of 100% during
its  transition  from  concentrating  its  assets  in the  securities  of public
utilities  companies,  to  investing  at  least  65%  of  its  total  assets  in
income-producing equity securities in any industry.

In seeking its objectives,  The High Yield Bond Fund,  which began operations on
January  8,  1997,  buys or sells  portfolio  securities  whenever  the  Adviser
believes it appropriate. The Adviser's decision will not generally be influenced
by how long the Fund may have owned the  security.  From time to time,  the Fund
will buy securities  intending to seek short-term trading profits.  As a result,
The AAL High Yield Bond Fund's  portfolio  turnover rate may be higher than that
of  other  mutual  funds.  The  turnover  rate  is not a  limiting  factor  when
considering a change in the Fund's portfolio.

Options and Futures

The Funds, except for The AAL Money Market Fund, may engage in options,  futures
and options on futures  transactions  that constitute bona fide hedging or other
permissible risk management transactions. The Funds will follow the requirements
of the SEC and the Commodities  Futures Trading  Commission and set aside liquid
assets in a separate account to secure a Fund's potential  obligations under its
futures or options positions.

As the writer (seller) of a covered call option,  a Fund may forego,  during the
option's life,  the  opportunity to profit from increases in the market value of
the  security  covering  the call  option  above the sum of the  premium and the
exercise price of the call option.  However, if the market value of the security
declines, writing a call option would reduce the amount of any decline sustained
to the extent of the premium  income  received from the sale of the covered call
option.

In  periods  when the market is neutral  or  declining,  additional  incremental
income can be  achieved  by writing  options  and  receiving  the  premiums.  In
addition,  through the writing and purchase of options and the purchase and sale
of futures  contracts and related  options,  a Fund may at times seek to enhance
current  returns or to hedge against a decline in the value of securities  owned
by it or an increase in the price of securities it plans to purchase.

If additional types of options, futures contracts, or futures options are traded
in the future, a Fund may also use those investment  vehicles  provided that the
Board  of  Trustees  determines  that  their  use is  consistent  with a  Fund's
investment objective.

     Options on Securities and Indexes

Options and futures may be  purchased  and sold on debt or other  securities  or
indexes in  standardized  contracts  traded on  national  securities  exchanges,
boards  of trade,  or  similar  entities,  or quoted  on  NASDAQ.  In  addition,
agreements  sometimes called cash puts may accompany the purchase of a new issue
of bonds from a dealer.
Currently there are no publicly traded options on tax-exempt securities.

An option on a security  (or  index) is a contract  that gives the holder of the
option,  in return for a premium,  the right to buy from (call) or sell to (put)
the writer of the option the security  underlying  the option (or the cash value
of the index) at a specified  exercise  price at any time during the term of the
option.  The writer of an option on a security has the obligation  upon exercise
of the option to deliver the  underlying  security  upon payment of the exercise
price or to pay the exercise  price upon  delivery of the  underlying  security.
Upon  exercise,  the  writer of an option  on an index is  obligated  to pay the
difference between the cash value of the index and the exercise price multiplied
by the  specified  multiplier  for the index  option.  (An index is  designed to
reflect  specified  facets of a particular  financial or  securities  market,  a
specific  group of financial  instruments  or  securities,  or certain  economic
indicators.)

The Funds, except for The AAL Money Market Fund, will write call options and put
options only if they are  "covered." In the case of a call option on a security,
the option is covered if a Fund owns the security  underlying the call or has an
absolute and immediate  right to acquire the security  without  additional  cash
consideration  (or, if additional cash  consideration is required,  cash or cash
equivalents  in such amount are held in a segregated  account by its  custodian)
upon  conversion or exchange of other  securities  held in its portfolio.  For a
call option on an index,  the option is covered if a Fund  maintains  with their
custodian cash or cash  equivalents  equal to the contract  value. A call option
also is covered if a Fund holds a call on the same security or index as the call
written where the exercise  price of the call purchased is: (i) equal to or less
than the exercise  price of the call; or (ii) greater than the exercise price of
the call  written,  provided the  difference  is maintained by a Fund in cash or
cash equivalents in a segregated  account with its custodian.  A put option on a
security or an index is covered if a Fund  maintains a cash or cash  equivalents
equal to the exercise price in a segregated account with their custodian.  A put
option  also is covered if a Fund holds a put on the same  security  or index as
the put  written  where the  exercise  price of the put held is: (i) equal to or
greater  than the  exercise  price of the put  written;  or (ii)  less  than the
exercise  price of the put written,  provided the  difference is maintained by a
Fund in cash or cash equivalents in a segregated account with its custodian.

If an option  written by a Fund expires,  the Fund realizes a capital gain equal
to the  premium  received  at the time the  option  was  written.  If an  option
purchased  by the Fund  expires  unexercised,  the Fund  realizes a capital loss
equal to the premium paid.

Prior to the earlier of exercise or  expiration,  an option may be closed out by
an offsetting purchase or sale of an option of the same series (type,  exchange,
underlying  security or index,  exercise price and expiration).  There can be no
assurance,  however, that a closing purchase or sale transaction can be effected
when a Fund desires.

A Fund will realize a capital gain from a closing  purchase  transaction  if the
cost of the closing  option is less than the premium  received  from writing the
option,  or, if it is more, a Fund will realize a capital  loss.  If the premium
received  from a  closing  sale  transaction  is more than the  premium  paid to
purchase  the option,  a Fund will  realize a capital  gain or, if it is less, a
Fund will realize a capital  loss.  The principal  factors  affecting the market
value of a put or call option include  supply and demand,  interest  rates,  the
current  market  price of the  underlying  security  or index in relation to the
exercise price of the option, the volatility of the underlying security or index
and the time remaining until the expiration date.

The premium paid for a put or call option purchased by a Fund is an asset of the
Fund.  The premium  received for an option  written by the Fund is recorded as a
deferred  liability.  The value of an option  purchased  or written is marked to
market  daily and is valued at the closing  price on the exchange on which it is
traded or, if not traded on an exchange or no closing price is available, at the
mean between the last bid and asked prices.

     Risks Associated with Options on Securities and Indexes

There are several risks  associated  with  transactions in options on securities
and on indexes.  For  example,  there are  significant  differences  between the
securities  and options  markets that could  result in an imperfect  correlation
between  them,  causing a given  transaction  not to achieve its  objectives.  A
decision as to whether,  when and how to use options  involves  the  exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events.

There can be no assurance  that a liquid  market will exist when a Fund seeks to
close out an option position.  If a Fund were unable to close out an option that
it had purchased on a security, it would have to exercise the option in order to
realize any profit or the option may expire worthless.  If a Fund were unable to
close out a covered call option that it had written on security, it would not be
able to sell the underlying security unless the option expires without exercise.

As a writer of a covered call option, a Fund forgoes,  during the option's life,
the  opportunity  to profit from  increases  in the market value of the security
covering the call option above the sum of the premium and the exercise  price of
the call.

If trading were suspended in an option  purchased by a Fund, a Fund would not be
able to close out the option.  If restrictions on exercise were imposed,  a Fund
might be unable to  exercise  an option it has  purchased.  Except to the extent
that a call option on an index  written by a Fund is covered by an option on the
same index purchased by a Fund, movements in the index may result in a loss to a
Fund; however,  such losses may be mitigated by changes in the value of a Fund's
portfolio securities during the period the option was outstanding.

     Futures Contracts and Options on Futures Contracts

A Fund may enter into  interest rate and index  futures  contracts.  An interest
rate or index  futures  contract  provides  for the future sale by one party and
purchase by another party of a specified  quantity of a financial  instrument or
the cash value of an index at a specified price and time. A futures  contract on
an index is an agreement by which two parties  agree to take or make delivery of
an amount of cash equal to the difference  between the value of the index at the
close of the last  trading day of the  contract and the price at which the index
contract  was  originally  written.  Although  the value of an index  might be a
function of the value of certain specified  securities,  no physical delivery of
those securities is made.

A public market exists in futures contracts covering a number of indexes as well
as the following  financial  instruments:  U.S.  Treasury bonds;  U.S.  Treasury
notes;  GNMA  certificates;  three-month U.S.  Treasury bills; 90 day commercial
paper; bank certificates of deposit; and Eurodollar  certificates of deposit. It
is expected that other futures  contracts  will be developed and traded.  A Fund
may engage in transactions  involving new futures contracts (or options thereon)
if,  in the  opinion  of the Board of  Trustees,  they are  appropriate  hedging
instruments for a Fund.

A Fund may purchase (and, if the Commodity  Futures  Trading  Commission  grants
certain regulatory relief, write) call and put futures options.  Futures options
possess many of the same characteristics as options on securities and indexes. A
futures  option gives the holder the right,  in return for the premium  paid, to
assume a long position (call) or short position (put) in a futures contract at a
specified  exercise  price at any time  during  the period of the  option.  Upon
exercise of a call option,  the holder  acquires a long  position in the futures
contract and the writer is assigned the opposite short position.  In the case of
a put option, the opposite is true.

As long as it is required by regulatory  authorities having  jurisdiction over a
Fund, it will limit its use of futures  contracts and futures options to hedging
transactions.  For example,  a Fund might use futures contracts to hedge against
anticipated  changes in interest  rates that might  adversely  affect either the
value of a Fund's  securities or the price of the securities that a Fund intends
to purchase.  A Fund's  hedging may include  sales of futures  contracts,  as an
offset against the effect of expected increases in interest rates, and purchases
of futures  contracts  as an offset  against the effect of expected  declines in
interest  rates.  Although  other  techniques  could be used to  reduce a Fund's
exposure to interest rate fluctuations, a Fund may be able to hedge its exposure
more  effectively  and perhaps at a lower cost by using  futures  contracts  and
futures options.

The success of any hedging technique  depends on the Adviser and/or  Sub-Adviser
for The AAL  International  Fund correctly  predicting  changes in the level and
direction  of interest  rates and other  factors.  Should those  predictions  be
incorrect,  the  Fund's  return  might  have been  better  had it not  attempted
hedging.  However,  in the absence of the ability to hedge,  the Adviser  and/or
Sub-Adviser for The AAL International Fund might have taken portfolio actions in
anticipation of the same market movements with similar investment  results,  but
presumably at greater transaction costs.

A Fund will only enter into  futures  contracts  and  futures  options  that are
standardized and traded on a U.S.  exchange,  board of trade, or similar entity,
or quoted on an automated quotation system.

When a  purchase  or sale of a  futures  contract  is made by a Fund,  a Fund is
required to deposit  with its  custodian  (or broker,  if legally  permitted)  a
specified amount of cash or U.S. government  securities ("initial margin").  The
margin  required  for a futures  contract  is set by the  exchange  on which the
contract  is traded and may be  modified  during the term of the  contract.  The
initial  margin is in the nature of a performance  bond or good faith deposit on
the  futures  contract  that  is  returned  to a Fund  upon  termination  of the
contract,  assuming all  contractual  obligations  have been  satisfied.  A Fund
expects  to earn  interest  income on its  initial  margin  deposits.  A futures
contract held by a Fund is valued daily at the official  settlement price of the
exchange on which it is traded.  Each day a Fund pays or receives  cash,  called
"variation  margin," equal to the daily change in value of the futures contract.
This  process  is  known  as  "marking-to-market."  Variation  margin  does  not
represent a borrowing or loan by a Fund,  but is instead a settlement  between a
Fund and the  broker  of the  amount  one  would  owe the  other if the  futures
contract expired. In computing daily net asset value, a Fund will mark-to-market
its open futures positions.

A Fund also is  required  to  deposit  and  maintain  margin on any put and call
options on futures contracts that it has written. Such margin deposits will vary
depending  on the nature of the  underlying  futures  contract  (and the related
initial margin  requirements),  the current market value of the option and other
futures positions held by a Fund.

Although  some  futures  contracts  call for  making or taking  delivery  of the
underlying  securities,  generally  these  obligations  are  closed out prior to
delivery by offsetting  purchases or sales of matching  futures  contracts (same
exchange,  underlying  security or index, and delivery month).  If an offsetting
purchase  price is less than the original sale price,  a Fund realizes a capital
gain. If the offsetting  purchase price is more, a Fund realizes a capital loss.
Conversely,  if an  offsetting  sale  price is more than the  original  purchase
price, a Fund realizes a capital gain. If the  offsetting  price is less, a Fund
realizes a capital loss.  The  transaction  costs must also be included in these
calculations.

     Risks Associated with Futures

There are several risks associated with the use of futures contracts and futures
options as hedging  techniques.  A purchase  or sale of a futures  contract  may
result in losses in excess of the amount invested in the futures contract. There
can be no guarantee that there will be a correlation  between price movements in
the hedging vehicle and in the portfolio  securities being hedged.  In addition,
there are  significant  differences  between the securities and futures  markets
that could result in an  imperfect  correlation  between the markets,  causing a
given  hedge not to  achieve  its  objectives.  The  degree of  imperfection  of
correlation  depends on circumstances such as: (1) variations in the speculative
market  demand for  futures,  futures  options  and debt  securities,  including
technical influences in futures and futures options trading; and (2) differences
between the financial  instruments  being hedged and the instruments  underlying
the standard  contracts  available  for trading,  such as interest  rate levels,
maturities,  and creditworthiness of issuers. A decision as to whether, when and
how  to  hedge  involves  the  exercise  of  skill  and  judgment,  and  even  a
well-conceived  hedge  may be  unsuccessful  to some  degree  because  of market
behavior or unexpected interest rate trends.

Futures  exchanges  may limit the  amount of  fluctuation  permitted  in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum  amount that the price of a futures  contract  may vary either up or
down from the previous day's  settlement price at the end of the current trading
session.  Once the daily limit has been reached in a futures contract subject to
the limit,  no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price  movements  during a particular  trading day,
and  therefore  does not limit  potential  losses  because the limit may work to
prevent the liquidation of unfavorable  positions.  For example,  futures prices
have occasionally moved to the daily limit for several  consecutive trading days
with little or no trading,  thereby  preventing prompt  liquidation of positions
and subjecting some holders of futures contracts to substantial losses.

There can be no assurance  that a liquid market will exist at a time when a Fund
seeks to close out a futures or futures options position. In such a case, a Fund
would continue to be required to meet margin  requirements until the position is
closed.  In addition,  some of the contracts  discussed above are relatively new
instruments without a significant trading history. As a result,  there can be no
assurance that an active secondary market will develop or continue to exist.

     Limitations on Options and Futures

A Fund will not enter into a futures contract or purchase an option there on if:
the initial margin  deposits for futures  contracts held by a Fund plus premiums
paid by it for open futures options  positions less the amount by which any such
positions are "in the money" exceed 5% of a Fund's net assets.  A call option is
"in the money" if the value of the futures  contract  that is the subject of the
option  exceeds  the  exercise  price.  A put  option  is "in the  money" if the
exercise price exceeds the value of the futures  contract that is the subject of
the option.

When  purchasing a futures  contract or writing a put on a futures  contract,  a
Fund must maintain with its custodian (or broker, if legally  permitted) cash or
cash  equivalents  (including  any  margin)  equal to the  market  value of such
contract.  When writing a call option on a futures  contract,  a Fund  similarly
will maintain with its custodian cash or cash equivalents (including any margin)
equal to the amount such  option is in the money until the option  expires or is
closed out by a Fund.

A Fund may not maintain open short positions in futures contracts,  call options
written on  futures  contracts  or call  options  written on indexes  if, in the
aggregate, the market value of all such open positions exceeds the current value
of the securities in its portfolio, plus or minus unrealized gains and losses on
the open  positions,  adjusted for the  historical  relative  volatility  of the
relationship  between the portfolio and the positions.  For this purpose, to the
extent a Fund has written call options on specific  securities in its portfolio,
the value of those  securities will be deducted from the current market value of
the securities portfolio.

To comply with  Commodity  Futures  Trading  Commission  Rules and thereby avoid
being deemed a "commodity  pool operator," a Fund will not invest in a commodity
contract  where the  "underlying  commodity  value" of each long position at any
time exceeds the sum of:

     (1)  The value of the Fund's short-term U.S. debt obligations or other U.S.
          dollar denominated,  high-quality  short-term money market instruments
          and cash that it has set  aside in an  identifiable  manner,  plus any
          funds deposited as margin on the contract;

     (2)  Unrealized appreciation on the contract held by the broker; and

     (3)  Cash proceeds from existing investments due in not more than 30 days.

"Underlying  commodity  value" means the size of the contract  multiplied by the
daily settlement price of the contract.

As long as the Fund continues to sell its shares in certain  states,  the Fund's
options  transactions  will  also be  subject  to  some  of the  non-fundamental
restrictions set forth in this Statement of Additional Information.

     Taxation of Options and Futures

If a Fund  exercises  a call or put option,  the premium  paid for the option is
added to the cost of the security purchased (call) or deducted from the proceeds
of the sale (put).  For cash  settlement  of options and  futures  options,  the
difference  between  the cash  received at  exercise  and the premium  paid is a
capital gain or loss.

Entry into a closing  purchase  transaction will result in capital gain or loss.
If an option  was "in the  money" at the time it was  written  and the  security
covering  the option was held for more than one year prior to the writing of the
option, any loss realized as a result of a closing purchase  transaction will be
long-term  for  federal  tax  purposes.  The  holding  period of the  securities
covering an "in the money" option will not include the period of time the option
is outstanding.

A futures  contract held until delivery results in capital gain or loss equal to
the difference  between the price at which the futures contract was entered into
and the  settlement  price on the earlier of delivery  notice date or expiration
date.  If a Fund  delivers  securities  under a  futures  contract,  a Fund also
realizes a capital gain or loss on those securities.

For Federal  income tax purposes,  a Fund  generally is required to recognize as
income for each taxable year its net  unrealized  gains and losses as of the end
of the  year on  options,  futures  and  futures  options  positions  ("year-end
mark-to-market").  Generally,  any gain or loss  recognized with respect to such
positions  (either  by  year-end  mark-to-market  or by  actual  closing  of the
positions) is considered to be 60% long term and 40% short term,  without regard
to the  holding  periods of the  contracts.  However,  in the case of  positions
classified as part of a "mixed  straddle," the  recognition of losses on certain
positions (including options, futures and futures options positions, the related
securities and certain successor  positions  thereto) may be deferred to a later
taxable year.  Sale of futures  contracts or writing of call options (or futures
call  options) or buying put options (or futures put options)  that are intended
to hedge against a change in the value of  securities  held by a Fund may affect
the holding period of the hedged securities.

A Fund distributes to shareholders annually any net capital gains that have been
recognized for federal income tax purposes  (including  year-end  mark-to-market
gains) on options and futures transactions. Such distributions are combined with
distributions  of capital  gains  realized  on a Fund's  other  investments  and
shareholders are advised of the nature of the payments.

     Federal Tax Treatment of Options,  Futures  Contracts  and Forward  Foreign
     Exchange Contracts

A Fund may enter into  certain  option,  futures  and forward  foreign  exchange
contracts that will be treated as Section 1256 contracts or straddles  under the
Internal Revenue Code.

Transactions  that are  considered  Section 1256 contracts will be considered to
have been closed at the end of a Fund's fiscal year and any gains or losses will
be  recognized  for tax  purposes  at that time.  Such gains or losses  from the
normal closing or settlement of such  transactions  will be characterized as 60%
long-term  capital  gain  or  loss  and  40%  short-term  capital  gain  or loss
regardless of the holding period of the  instrument.  A Fund will be required to
distribute net gains on such transactions to shareholders even though it may not
have closed the transaction and received cash to pay such distribution.

Options,  futures and forward foreign  exchange  contracts that offset a foreign
dollar denominated bond or currency position may be considered straddles for tax
purposes in which case a loss on any  position in a straddle  will be subject to
deferral to the extent of unrealized gain in an offsetting position.

For a Fund to  continue  to  qualify  for  federal  income  tax  treatment  as a
regulated  investment  company,  at least 90% of its gross  income for a taxable
year must be derived from qualifying income (i.e., dividends,  interest,  income
derived  from  loans of  securities  and gains  from the sale of  securities  or
currencies).  Pending  tax  regulations  could  limit the extent  that net gains
realized  from  options,  futures  or  foreign  forward  exchange  contracts  on
currencies are qualifying  income for purposes of 90% requirement.  In addition,
gains  realized  on the  sale of  other  disposition  of  securities,  including
options,  futures  or  foreign  forward  exchange  contracts  on  securities  or
securities  indices  and,  in some cases,  currencies,  held for less than three
months,  must be limited to less than 30% of a Fund's  annual gross  income.  To
avoid realizing excessive gains on securities or currencies held less than three
months,  a Fund may be required  to defer the  closing  out  option,  futures or
foreign forward  exchange  contracts  beyond the time when it would otherwise be
advantageous  to do so. It is anticipated  that the unrealized  gains on Section
1256 options, future and foreign forward exchange contracts, which had been open
for less than three  months as of the end of a Fund's  fiscal year and which are
recognized  for  tax  purposes,  will  be  considered  gains  on  securities  or
currencies held for three months or more for purposes of the 30% test.

Foreign  Securities - The AAL Small Cap Stock,  Mid Cap Stock,  Capital  Growth,
Balanced and Bond Funds

The AAL Small Cap Stock,  Mid Cap Stock and Capital  Growth  Funds may invest in
foreign  securities  traded   domestically   through  depository   receipts  and
securities of foreign issuers traded on a U.S. national  securities  exchange or
the NASDAQ National Market System. These Funds do not intend to invest more than
10% of their net assets in such foreign securities. The AAL Bond Fund may invest
up to 20% of its net  assets in debt  securities  of  foreign  issuers  that are
payable in U.S. dollars.  The AAL Balanced Fund may invest in foreign securities
to the extent The AAL Capital Growth and Bond Funds allow investments in foreign
securities  for  the  common  stock  and  fixed  income  sectors  of  the  Fund,
respectively. Foreign securities may present a greater degree of risk (including
risks relating to tax provisions or  expropriation of assets) than do securities
of domestic issuers.

Foreign  Securities - The AAL  International,  Equity Income and High Yield Bond
Funds

The AAL  Equity  Income  Fund may  invest up to 15% of its net assets in foreign
securities.  The Fund also may invest in foreign securities traded  domestically
through  depository  receipts and securities of foreign issuers traded on a U.S.
national securities exchange or the NASDAQ National Market System without regard
to the 15% limitation.  The Funds consider depository receipts as investments in
the underlying stocks for purposes of diversification.

The AAL International  Fund normally invests at least 65% of its total assets in
foreign  securities  primarily  trading in at least 3 different  countries,  not
including the U.S.

The AAL High  Yield  Bond Fund may invest up to 15% of its net assets in foreign
bonds. At this time, the Fund intends to limit its purchases of foreign bonds to
those trading in the U.S.

Foreign investments may involve risks that are in addition to the risks inherent
in U.S. securities. In many countries there is less public information available
about issuers and foreign  companies  may not be subject to uniform  accounting,
auditing and financial reporting standards. The value of foreign investments may
rise or fall because of changes in currency exchange rates, and a Fund may incur
costs in  converting  securities  denominated  in foreign  currencies  into U.S.
dollars.  Dividends and interest on foreign securities may be subject to foreign
withholding  taxes,  which would reduce a Fund's income without  providing a tax
credit to shareholders.  Obtaining and enforcing judgments,  when necessary,  in
foreign  countries may be more difficult and expensive than in the U.S. Although
these Funds intend to invest in  securities  of issuers of stable and  developed
countries,  there is the possibility of  expropriation,  confiscatory  taxation,
nationalization, currency blockage or political or social instability that could
affect investments in such countries.

The AAL International and Equity Income Funds may invest in American  Depository
Receipts  ("ADRs")  without limit.  ADR facilities may be either  "sponsored" or
"unsponsored."  While  similar,  distinctions  exist  relating to the rights and
duties of ADR  holders and market  practices.  A  depository  may  establish  an
un-sponsored  facility without the  participation by or consent of the issuer of
the deposited securities,  although a letter of non-objection from the issuer is
often  requested.  Holders of  unsponsored  ADRs generally bear all the costs of
such  facility,   which  can  include  deposit  and  withdrawal  fees,  currency
conversion  fees and  other  service  fees.  The  depository  of an  unsponsored
facility may be under no duty to distribute shareholder  communications from the
issuer or to pass through  voting rights.  Issuers of  unsponsored  ADRs are not
obligated to disclose material information in the U.S. and, therefore, there may
not be a correlation  between such  information and the market value of the ADR.
Sponsored  facilities  enter into an  agreement  with the  issuer  that sets out
rights  and  duties of the  issuer,  the  depository  and the ADR  holder.  This
agreement also allocates fees among the parties.  Most sponsored agreements also
provide  that  the  depository  will  distribute  shareholder  notices,   voting
instructions and other  communications.  The AAL International and Equity Income
Funds may invest in sponsored and unsponsored ADRs.

In addition to ADRS, The AAL International  Fund may hold foreign  securities in
the form of American  Depository  Shares ("ADSs"),  Global  Depository  Receipts
("GDRs")  and  European  Depository  Receipts  ("EDRs"),   or  other  securities
convertible  into foreign  securities.  These receipts may not be denominated in
the same currency as the  underlying  securities.  Generally,  American banks or
trust  companies  issue ADRs and ADSs,  which  evidence  ownership of underlying
foreign  securities.  GDRs represent global offerings where an issuer issues two
securities  simultaneously in two markets, usually publicly in a non-U.S. market
and privately in the U.S. market. EDRs (sometimes called Continental  Depository
Receipts ("CDRs")) are similar to ADRs, but usually issued in Europe.  Typically
issued by foreign banks or trust companies,  EDRs and CDRs evidence ownership of
foreign  securities.  Generally,  ADRs and ADSs in registered  form trade in the
U.S.  securities  markets,  GDRs in the U.S. and European markets,  and EDRs and
CDRs (in bearer form) in European  markets.  The Adviser and Sub-Adviser for The
AAL International  Fund consider  investments in ADRs, ADSs, GDRs, EDRs and CDRs
as investments in the underlying stocks for purposes of diversification.

     Classification of Foreign Markets -- The AAL International Fund

Foreign  markets are often  classified  as mature or emerging.  The countries in
which The AAL International  Fund may invest are classified below. The Fund also
may invest in additional countries when such investments are consistent with the
Fund's objective and policies.

     Mature: Australia,  Austria,  Belgium,  China,  Canada,  Denmark,  Finland,
          France,  Germany,  Hong  Kong,  Ireland,  Italy,  Japan,   Luxembourg,
          Netherlands,   New  Zealand,   Norway,   Singapore,   Spain,   Sweden,
          Switzerland, United Kingdom and United States.

     Emerging:  Argentina,  Brazil,  Chile,  Czech  Republic,  Ecuador,  Greece,
          Hungary, India, Indonesia,  Jamaica, Kenya, Israel, Jordan,  Malaysia,
          Mexico, Morocco, Nigeria, Pakistan,  People's Republic of China, Peru,
          Philippines,  Poland,  South Africa,  South Korea, Sri Lanka,  Taiwan,
          Thailand, Turkey, Uruguay, Venezuela and Vietnam.

Foreign Currency Transactions

To manage the currency risk accompanying  investments in foreign  securities and
to facilitate the purchase and sale of foreign securities,  the Funds may engage
in  foreign  currency  transactions  on a spot  (cash)  basis at the  spot  rate
prevailing  in the foreign  currency  exchange  market or through  entering into
contracts  to purchase or sell  foreign  currencies  at a future date  ("forward
foreign currency" contracts or "forward" contracts).

A forward foreign currency contract involves an obligation to purchase or sell a
specific  currency at a future date,  which may be any fixed number of days from
the date of the contract agreed upon by the parties,  at a price set at the time
of the contract. These contracts are principally traded in the inter-bank market
conducted directly between currency traders (usually large commercial banks) and
their customers.  A forward contract generally has no deposit requirement and no
commissions are charged at any stage for trades.

When a Fund  enters  into a  contract  for the  purchase  or sale of a  security
denominated in a foreign  currency,  it may desire to "lock in" the U.S.  dollar
price of the security.  By entering into a forward  contract for the purchase or
sale of a fixed amount of U.S.  dollars equal to the amount of foreign  currency
involved in the  underlying  security  transaction,  the Fund can protect itself
against a possible loss  resulting  from an adverse  change in the  relationship
between  the U.S.  dollar and the  subject  foreign  currency  during the period
between  the date the  security is  purchased  or sold and the date on which the
payment is made or received.

When the Adviser and/or  Sub-Adviser for The AAL International Fund believe that
a particular foreign currency may suffer a substantial  decline against the U.S.
dollar,  they may enter into a forward  contract  to sell a fixed  amount of the
foreign currency  approximating the value of some or all of the Fund's portfolio
securities  denominated in such foreign  currency.  The precise  matching of the
forward  contract  amounts  and the value of the  securities  involved  will not
generally  be  possible  since the future  value of such  securities  in foreign
currencies  will change as a  consequence  of market  movements  in the value of
those  securities  between the date the forward contract is entered into and the
date it matures.  The  projection  of  short-term  currency  market  movement is
extremely  difficult  and  the  successful  execution  of a  short-term  hedging
strategy is highly uncertain.  A Fund will not enter into such forward contracts
or  maintain a net  exposure to such  contracts  where the  consummation  of the
contracts  would  obligate the Fund to deliver an amount of foreign  currency in
excess of the value of the Fund's securities or other assets denominated in that
currency. Under normal circumstances, the Adviser and/or Sub-Adviser for The AAL
International  Fund consider the long-term  prospects for a particular  currency
and  incorporate  the  prospects  into their overall  long-term  diversification
strategies.  The Adviser and Sub-Adviser for The AAL International  Fund believe
that it is  important  to have  the  flexibility  to  enter  into  such  forward
contracts when they determine that the best interests of a Fund will be served.

At the  maturity of a forward  contract,  a Fund may either  sell the  portfolio
securities  and make  delivery  of the  foreign  currency,  or it may retain the
securities  and  terminate  its  contractual  obligation  to deliver the foreign
currency by purchasing an "offsetting"  contract  obligating it to purchase,  on
the same maturity date, the same amount of foreign currency.

If a  Fund  retains  the  portfolio  securities  and  engages  in an  offsetting
transaction,  the Fund will incur a gain or a loss to the extent  that there has
been movement in forward contract  prices.  If the Fund engages in an offsetting
transaction,  it may  subsequently  enter  into a forward  contract  to sell the
foreign currency.  Should forward prices decline during the period when the Fund
entered  into the forward  contract  for the sale of a foreign  currency and the
date it entered  into an  offsetting  contract  for the  purchase of the foreign
currency,  the Fund will  realize a gain to the extent the price of the currency
it has  agreed  to sell  exceeds  the  price of the  currency  it has  agreed to
purchase.  Should  forward prices  increase,  the Fund will suffer a loss to the
extent  that the price of the  currency  it has agreed to  purchase  exceeds the
price of the currency it has agreed to sell.

It is important to note that: (1) a foreign currency hedge transactions does not
protect against or eliminate  fluctuations in the prices of particular portfolio
securities  (i.e.,  if the price of such  securities  decline due to an issuer's
deteriorating  credit  situation);  and (2) it is  impossible  to forecast  with
precision  the  market  value  of  securities  at the  expiration  of a  forward
contract. Accordingly, the Fund may have to purchase additional foreign currency
on the spot market (and bear the  expense of such  purchase)  if: (1) the market
value of a Fund's  securities  are less than the amount of the foreign  currency
the Fund is obligated to deliver; and (2) a decision is made to sell the foreign
securities  and make  delivery of the foreign  currency  upon  expiration of the
contract.  Conversely,  the Fund may have to sell some of its  foreign  currency
received upon the sale of a portfolio security if the market value of the Fund's
securities  exceed the  amount of  foreign  currency  the Fund is  obligated  to
deliver.  A Fund's dealings in forward foreign currency exchange  contracts will
be limited to the transactions  described above.  Also a Fund may not be able to
hedge  against a currency  devaluation  at a price above the  anticipated  level
where the market itself has generally anticipated the currency's devaluation.

Although the Funds value their assets  daily in terms of U.S.  dollars,  they do
not intend to convert their holdings of foreign  currencies into U.S. dollars on
a daily basis. A Fund will do so from time to time and investors should be aware
of the costs of currency  conversion.  Although  foreign exchange dealers do not
charge a fee for conversion,  they realize a profit based on the difference (the
"spread")  between  the  prices at which they are  buying  and  selling  various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one
rate,  while offering a lesser rate of exchange should the Fund desire to resell
that currency to the dealer.

Options and Futures Relating to Foreign Currencies

The Funds may purchase and sell currency futures and purchase and write currency
options to increase or decrease its exposure to  different  foreign  currencies.
They also may  purchase  and write  currency  options  in  conjunction  with the
currency  futures or forward  contracts of another series of the Funds. The uses
and risks of  currency  options  and  futures are similar to options and futures
relating to securities or indices, as discussed above.

Currency futures  contracts are similar to forward foreign  currency  contracts,
except that they are traded on exchanges (and have margin  requirements) and are
standardized  as to contract  size and  delivery  date.  Most  currency  futures
contracts  call  for  payment  or  delivery  in  U.S.  dollars.  The  underlying
instrument of a currency  option may be a foreign  currency,  which generally is
purchased  or  delivered  in  exchange  for U.S.  dollars,  or may be a  futures
contract.  The  purchaser  of a currency  call obtains the right to purchase the
underlying  currency,  and the  purchaser of a currency put obtains the right to
sell the underlying currency.

Currency  futures and options  values can be expected to correlate with exchange
rates, but may not reflect other factors that affect the value of the respective
Fund's   investments.   A  currency  hedge,   for  example,   should  protect  a
Yen-denominated  security  from a  decline  in the Yen,  but will not  protect a
particular  Fund against a price decline  resulting  from  deterioration  in the
issuer's  creditworthiness.  Because the value of the Fund's foreign-denominated
investments change in response to many factors other than exchange rates, it may
not be possible to match the amount of currency options and futures to the value
of the Fund's investments exactly overtime.

Privately Issued Securities:  The AAL Balanced and Money Market Fund

The AAL Money Market and Balanced Fund may invest in securities  issued by major
corporations  without  registration under the Securities Act of 1933 in reliance
on certain exemptions,  including the "private placement"  exemption afforded by
Section 4(2) of that Act.  Section 4(2) paper is  restricted  as to  disposition
under the federal  securities  laws in that any resale must be made in an exempt
transaction.  This paper  normally  is resold to other  institutional  investors
through or with the  assistance of  investment  dealers who make a market in it,
thus providing liquidity.  In the opinion of the Adviser,  Section 4(2) paper is
no  less  liquid  or  salable  than   commercial   paper  issued  without  legal
restrictions  on  disposition.  However,  should a section  4(2) paper  issue be
deemed  illiquid by the Adviser,  the Fund would  purchase such security only in
accordance  with  its  limitations  on  illiquid  securities.   See  "Additional
Investment  Factors and Risks  Regarding  the Funds -- Illiquid  and  Restricted
Securities" in the prospectus.

Variable  Rate  Demand   Notes--The   AAL  Small  Cap  Stock,   Mid  Cap  Stock,
International,  Capital Growth, Equity Income,  Balanced,  High Yield Bond, Bond
and Money Market Funds

The AAL Small Cap Stock, Mid Cap Stock, International,  Equity Income, Balanced,
High Yield Bond, Bond and Money Market Funds (subject to Rule 2a-7) may purchase
variable rate master demand notes,  which are unsecured  instruments that permit
the indebtedness  thereunder to vary and provide for periodic adjustments in the
interest  rate.  Although the notes are not normally  traded and there may be no
secondary  market in the notes, the Funds may demand payment of principal at any
time.  The notes  purchased by the Funds must be rated in one of the two highest
rating  categories  by a NRSRO or that  have been  issued by an issuer  that has
received a rating from the requisite  NRSRO,  in the top categories with respect
to a class of short-term debt obligations that is now comparable in priority and
security with the instrument. If an issuer of a variable rate master demand note
defaulted on its payment obligation, the Funds might be unable to dispose of the
note because of the absence of a secondary  market and might,  for this or other
reasons,  suffer a loss to the  extent  of the  default.  The  Funds  invest  in
variable rate master demand notes only when the Adviser deems the  investment to
involve minimal credit risk.

<PAGE>


Investments In Other Investment Companies

An  investment  by a Fund in other  investment  companies,  which is  limited by
fundamental  investment  restriction  14  below,  may  cause a Fund to  increase
payments of administration and distribution expenses.

Investment Restrictions

Each Fund operates under the following investment restrictions. A Fund may not:

     (1)  invest  more  than 5% of its net  assets  (or 5% of The AAL  Small Cap
     Stock,  International,  Balanced or High Yield Bond Funds'  total  assets),
     taken at value at the time of each investment, in the securities (including
     repurchase  agreements) of any one issuer (for this purpose,  the issuer(s)
     of a debt  security  being  deemed to be only the entity or entities  whose
     assets or revenues are subject to the principal and interest obligations of
     the  security),  except that up to 25% of its net assets (or 25% of The AAL
     Small Cap Stock,  International,  Balanced or High Yield Bond Fund's  total
     assets) may be invested without regard to this limitation and provided that
     such  restrictions  shall not apply to obligations  issued or guaranteed by
     the U.S. government or any agency or instrumentality thereof;

     (2) purchase  securities  on margin,  except for use of  short-term  credit
     necessary for clearance of purchases and sales of portfolio securities, but
     a Fund may make margin deposits in connection with transactions in options,
     futures and options on futures;

     (3) make short sales of securities or maintain a short position,  or write,
     purchase, or sell puts, calls, straddles, spreads, or combinations thereof,
     except for the  described  transactions  in  options,  futures,  options on
     futures and short sales against the box;

     (4) make loans to other persons,  except that the Fund reserves  freedom of
     action,  consistent with its other investment policies and restrictions and
     as described in the prospectus and this  Statement,  to: (a) invest in debt
     obligations,  including those that are either publicly offered or of a type
     customarily purchased by institutional investors,  even though the purchase
     of such debt  obligations may be deemed the making of loans; (b) enter into
     repurchase agreements; and (c) lend portfolio securities, provided that the
     Fund may not loan  securities if, as a result,  the aggregate  value of all
     securities  loaned would  exceed 33% of its total  assets  (taken at market
     value at the time of such loan);

     (5) issue senior  securities or borrow,  except that the Fund may borrow in
     amounts not in excess of 10% of its net assets, taken at current value, and
     then only from banks as a temporary  measure for extraordinary or emergency
     purposes  (the Funds will not borrow to increase  income,  but only to meet
     redemption  requests that otherwise might require untimely  dispositions of
     portfolio  securities;  interest paid on any such borrowing will reduce net
     income);

     (6) mortgage,  pledge,  hypothecate or in any manner transfer,  as security
     for  indebtedness,  any securities owned or held by a Fund except as may be
     necessary in connection with and subject to the limits in restriction (5);

     (7)  underwrite  any issue of  securities,  except to the  extent  that the
     purchase of  securities  directly  from an issuer  thereof in accord with a
     Fund's investment  objectives and policies may be deemed to be underwriting
     or to the extent  that in  connection  with the  disposition  of  portfolio
     securities a Fund may be deemed an  underwriter  under  federal  securities
     laws;

     (8)  purchase  or sell real  estate,  or real  estate  limited  partnership
     interests  provided  that a Fund may invest in  securities  secured by real
     estate or  interests  therein or issued by  companies  that  invest in real
     estate or interests therein;

     (9) purchase or sell commodities or commodity  contracts except that a Fund
     may  purchase or sell futures and options  thereon for hedging  purposes as
     described this Statement;

     (10)  invest  more  than 25% of its net  assets  (or 25% or more of The AAL
     Small Cap Stock,  International,  Balanced or High Yield Bond Funds'  total
     assets),  taken  at  current  value  at the  time  of each  investment,  in
     securities of nongovernmental  issuers whose principal business  activities
     are in the  same  industry  (or 25% or more of The  AAL  Small  Cap  Stock,
     International,  Balanced  or High Yield Bond  Funds'  total  assets) in any
     single  industry  or issuer  (except the U.S.  government  or any agency or
     instrumentality thereof);

     (11) invest in oil, gas or mineral related programs or leases except as may
     be  included in the  definition  of public  utilities,  although a Fund may
     invest  in  securities  of  enterprises  engaged  in  oil,  gas or  mineral
     exploration;

     (12) invest in repurchase agreements maturing in more than seven days or in
     other securities with legal or contractual  restrictions on resale if, as a
     result  thereof,  more than 10% of a Fund's  net  assets  (taken at current
     value at the time of such investment) would be invested in such securities;

     (13) except for The AAL High Yield Bond Fund,  invest in any security if as
     a result a Fund  would  have more  than 5% of its net  assets  invested  in
     securities of companies which, together with any predecessors, have been in
     continuous operation for less than three years;

     (14) purchase  securities of other  investment  companies,  if the purchase
     would  cause  more than 10% of the value of a Fund's  net assets (or 10% of
     the value of The AAL Small Cap Stock, International, Balanced or High Yield
     Bond Funds' total assets),  to be invested in investment company securities
     provided that: (a) no investment  will be made in the securities of any one
     investment company if immediately after such investment more than 3% of the
     outstanding  voting  securities of such company would be owned by a Fund or
     more than 5% of the value of a Fund's net assets (or 5% of the value of The
     AAL Small Cap Stock,  International,  Balanced  or High  Yield Bond  Funds'
     total assets) would be invested in such  company;  and (b) no  restrictions
     shall apply to a purchase of  investment  company  securities in connection
     with a merger, consolidation acquisition or reorganization; or

     (15)  purchase  more than 10% of the  outstanding  voting  securities of an
     issuer or invest for the purpose of exercising control or management.

Each of the  above  restrictions  (1)  through  (15),  as  well  as each  Fund's
investment objective,  except for The AAL Balanced and High Yield Bond Funds, is
a fundamental policy.

Purchases and Redemptions; Pricing Considerations

Purchases and  redemptions  are discussed in the  prospectus  under the headings
"How to Buy Institutional  Shares," "How to Sell (Redeem)  Institutional Shares"
and "Net Asset Value," and that information is incorporated herein by reference.

The Funds' net asset value is determined  only on the days on which the New York
Stock  Exchange  is open for  trading.  That  Exchange  is  regularly  closed on
Saturdays and Sundays and on New Years' Day, the third Monday in February,  Good
Friday,  the last Monday in May,  Independence Day, Labor Day,  Thanksgiving and
Christmas.  If one of these holidays falls on a Saturday or Sunday, the Exchange
will be closed on the preceding Friday or the following Monday, respectively.

The  Funds  determine  the net  asset  value by  adding up the value of a Fund's
assets,  subtracting  the Fund's  liabilities,  and  dividing the balance by the
total number of shares outstanding.  In determining the current market value for
securities traded or listed on an exchange, the Funds use the last sale price on
the exchange  where the securities  primarily  trade.  For securities  that have
readily  available  market  quotations,  the  Funds use an  over-the-counter  or
exchange bid quotation. When a Fund holds securities or other assets that do not
have readily available market quotations or are restricted, the Fund values them
at fair  market  value,  as  determined  in good faith by  management  under the
direction  of the  Board of  Trustees.  The Funds may use  pricing  services  in
determining  the  current  or fair  market  value  of  securities  held in their
portfolios.  The Funds value money market  instruments with a remaining maturity
of 60 days or less on an amortized costs basis.  The Funds comply with the SEC's
requirements for using an amortized cost valuation method.

Reliable market  quotations are not considered to be readily  available for many
long-term  corporate  bonds and  notes,  certain  preferred  stocks,  tax-exempt
securities or foreign securities.  The Funds may, and generally will, value debt
securities on the basis of  valuations  furnished  through a pricing  service or
services  approved by the Board of Trustees.  A pricing  service  generally will
determine valuations based upon normal, institutional-size trading units of such
securities  using market  transactions  for  comparable  securities  and various
relationships between securities generally recognized by institutional traders.

Management  prices foreign  securities in terms of U.S.  dollars at the official
exchange rate.  Alternatively,  it may price these  securities at the average of
the  current  bid and asked  price of such  currencies  against  the dollar last
quoted by a major bank that is a regular  participant  in the  foreign  exchange
market,  or on the basis of a pricing service that takes into account the quotes
provided by a number of such major banks.  If management does not have either of
these alternatives available to it or the alternatives do not provide a suitable
method  for  converting  a  foreign  currency  into U.S.  dollars,  the Board of
Trustees in good faith will establish a conversion rate for such currency.

Generally, U.S. government securities and other fixed income securities complete
trading  at  various  times  prior to the close of the New York  Stock  Exchange
("NYSE").  For purposes of computing  net asset value,  the Funds use the market
value  of such as of the time  their  trading  day  ends.  Occasionally,  events
affecting  the value of such  securities  may occur  between  such times and the
close of the NYSE,  which events will not be reflected in the  computation  of a
Fund's net asset value.  If events  materially  affecting  the value of a Fund's
securities  occur during such a period,  then these securities will be valued at
their fair value as determined in good faith by the Trustees.

Foreign securities trading may not take place on all days when the NYSE is open,
or may take  place on  Saturdays  and  other  days when NYSE is not open and the
Fund's net asset value is not calculated.  When  determining the net asset value
of the Fund, management values foreign securities primarily listed and/or traded
in foreign  markets at their  market  value as of the close of the last  primary
market where the securities traded. Unless material, as determined by management
under the supervision of the Board of Trustees,  events  affecting the valuation
of Fund securities  occurring between the time its net asset value is determined
and the  close of the NYSE  will not be  reflected  in such  asset  value.  As a
result, the Fund's net asset value may be significantly affected by such trading
on days when the Fund is not accepting purchases or redemptions.

The Funds  intend to pay all  redemptions  in cash and are  obligated  to redeem
shares  solely in cash up to the lesser of  $250,000  or one  percent of the net
assets of the Fund during any 90-day  period for any one  shareholder.  However,
redemptions  in  excess  of  such  limit  may be  paid  wholly  or  partly  by a
distribution  in kind of  securities.  If  redemptions  were  made in kind,  the
redeeming  shareholders  might incur  brokerage  fees in selling the  securities
received in the redemptions.

Each Fund  reserves  the right to suspend  or  postpone  redemptions  during any
period  when:  (a)  trading  on the NYSE is  restricted,  as  determined  by the
Securities  and  Exchange  Commission,  or that the Exchange is closed for other
than  customary  weekend and holiday  closings;  (b) the Securities and Exchange
Commission  has by order  permitted  such  suspension;  or (c) an emergency,  as
determined by the Securities and Exchange Commission, exists, making disposal of
portfolio  securities  or  valuation  of net  assets of the Fund not  reasonably
practicable.

The AAL Money Market Fund-Amortized Cost Valuation

The AAL Money Market Fund values its portfolio  securities on the basis of their
amortized cost.  Amortized cost is an approximation of market value, whereby the
difference  between  acquisition  cost and value at maturity is  amortized  on a
straight-line  basis over the remaining  life of the  instrument.  The effect of
changes in the market  value of a security as a result of  fluctuating  interest
rates is not taken into account and thus the amortized  cost method of valuation
may  result in the value of a  security  being  higher or lower  than its actual
market value. In addition, if a large number of redemptions take place at a time
when  interest  rates  have  increased,  the  Fund  may  have to sell  portfolio
securities prior to maturity and at a price which might not be as desirable.

Although  there is no assurance that it will be able to do so, the Fund will use
its best  efforts to maintain a constant  net asset value of $1.00 per share for
purchases and redemptions.  The Board of Trustees has established procedures for
this purpose,  which procedures  include a review of the extent of any deviation
of net asset value per share,  based on available  market  quotations,  from the
$1.00  amortized cost per share.  Should that  deviation  exceed 2 of 1% for the
Fund, the Board of Trustees will promptly  consider whether any action should be
initiated to eliminate or reduce  material  dilution or other unfair  results to
shareholders.  Such action may  include  redemption  of shares in kind,  selling
portfolio securities prior to maturity,  reducing or withholding dividends,  and
utilizing a net asset value per share as  determined by using  available  market
quotations.  The Fund will maintain a dollar-weighted average portfolio maturity
of 90 days or less  and  will  not  purchase  any  instrument  deemed  to have a
remaining  maturity  greater than 397 days,  will limit  portfolio  investments,
including repurchase  agreements,  to those dollar denominated  instruments that
the Board of Trustees  determines present minimal credit risks as advised by the
Adviser,  and will  comply  with the  requirements  as to the quality of certain
portfolio  securities  specified  by the SEC for money  market  funds  using the
amortized cost method of valuation and with certain reporting and record keeping
procedures.  There  is no  assurance  that  constant  net  asset  value  can  be
maintained at all times.  In the event  amortized  cost ceases to represent fair
value, the Board will take appropriate action.

Compensation of The Board of Trustees

The Fund makes no payments to any of its officers for services.  However, any of
the  Trustees who are not officers or employees of the Adviser or its parent are
paid, by The AAL Mutual Funds, an annual fee of $25,000. These fees are assessed
ratably to each series of The AAL Mutual Funds.  Trustees are  reimbursed by The
AAL Mutual  Funds for any expenses  they may incur by reason of  attending  such
meetings  or in  connection  with  services  they may perform for The AAL Mutual
Funds.  For the fiscal year ended April 30,  1997,  The AAL Mutual Funds paid an
aggregate of $60,280.54 in Trustees' fees and expenses (the Trustees at the time
were paid an annual fee of $10,000 and a fee of $1,000 per meeting).

<PAGE>




<TABLE>
<CAPTION>
<S>                      <C>                   <C>                   <C>                   <C>                   <C>
(1)                      (2)                   (3)                   (4)                   (5)                   (6)
Name of Person           Capacities in which   Aggregate             Pension or            Estimated Annual      Total Compensation
                         Remuneration          Remuneration          Retirement Benefits   Benefits Upon         from Registrant and
                         Received                                    Accrued During        Retirement           Fund Complex Paid to
                                                                     Registrant's Last                           Trustees*
                                                                     Fiscal Year

Ronald G. Anderson,      Trustee               -                     -                     -                     -
DOB 10/2/48

John H. Pender,          Trustee               -                     -                     -                     $4,500
DOB 5/25/30

Richard L. Gunderson,    Trustee               -                     -                     -                     -
DOB 6/14/33

F. Gregory Campbell,     Trustee               $14,000               -                     -                     $20,000
DOB 12/16/39

D. W. Russler,           Trustee               $14,000               -                     -                     $20,000
DOB 10/28/28

Richard L. Gady,         Trustee               $14,000               -                     -                     $20,000
DOB 2/28/43

Lawrence M. Woods,       Trustee               $14,000               -                     -                     $20,000
DOB 4/14/32

*The Fund complex includes the AAL Variable Product Series Fund, Inc.
</TABLE>

Investment Advisory Services

Please refer to the  description  of the Adviser,  Advisory  Agreement  and Fees
under "Management of the Trust" in the Prospectus,  which is incorporated herein
by reference.

The  following  Executive  Officers  of the  Trust  also  serve as  officers  or
directors of the Adviser as shown:

<PAGE>




<TABLE>
<CAPTION>
<S>                             <C>
Ronald G. Anderson              President; Director and President of AAL Capital Management Corporation since  2/26/97
222 West College Avenue
Appleton, WI 54919-0007
DOB 10/2/48

Robert G. Same                  Secretary; Director since 1987,  Executive Vice President and Chief Operating Officer since 2/14/97
222 West College Avenue         and Secretary of AAL Capital Management Corporation since 1987
Appleton, WI 54919-0007
DOB 7/28/45

Terrance P. Gallagher           Treasurer; Director and Chief Financial Officer of AAL Capital Management Corporation since 1994,
222 West College Avenue         Senior Vice President since 1987 and Comptroller since 1992
Appleton, WI 54919-0007
DOB 9/20/58
</TABLE>

The Adviser  furnishes  the Funds,  at its  expense,  with all office  space and
facilities,  equipment  and clerical  personnel  necessary  for carrying out its
duties under the Advisory Agreement.  The Adviser also will pay all compensation
of Trustees,  officers and employees of the Trust who are affiliated  persons of
the Adviser.  All costs and expenses not expressly  assumed by the Adviser under
the Advisory Agreement are paid by the Funds, including, but not limited to: (a)
interest and taxes;  (b)  brokerage  commissions;  (c) insurance  premiums;  (d)
compensation  and expenses of its Trustees other than those  affiliated with the
Adviser;  (e) legal and audit  expenses;  (f) fees and  expenses  of the Trust's
custodian  and  transfer  agent;  (g)  expenses  incident to the issuance of the
Trust's  shares,  including  stock  certificates  and  issuance of shares on the
payment of, or reinvestment of, dividends; (h) fees and expenses incident to the
registration  under Federal or state securities laws of the Trust or its shares;
(i) expenses of  preparing,  printing and mailing  reports and notices and proxy
material to  shareholders  of the Trust;  (j) all other  expenses  incidental to
holding  meetings of the Trust's  shareholders;  (k) dues or  assessments  of or
contributions  to the Investment  Company  Institute or its successor,  or other
industry organizations;  (l) such non-recurring expenses as may arise, including
litigation  affecting  the Trust and the legal  obligations  which the Trust may
have to indemnify  its officers and Trustees with respect  thereto;  and (m) all
expenses which the Trust agrees to bear in any distribution  agreement or in any
plan adopted by the Trust pursuant to Rule 12b-1 under the Act.

   
The Adviser may waive its advisory  fees for,  assume or reimburse  the expenses
of, any Fund at any time.  As of September 1, 1997,  the Adviser is waiving .225
of 1% of its .50 of 1%  maximum  advisory  fee for The AAL  Money  Market  Fund.
Effectively,  the  adviser is charging  only a 0.275 of 1% advisory  fee for the
Fund. The Adviser also is  reimbursing  The AAL High Yield Bond Fund expenses in
excess  of 1.00%  and  1.75%  and .75% for  Class A,  Class B and  Institutional
shares,  respectively,  and The AAL Balanced  Fund  expenses in excess of 1.25%,
2.00% and 1.00% for Class A, Class B and Institutional shares, respectively. Any
fee waivers or expense  assumptions are voluntary and may be discontinued at any
time. The Funds have paid advisory fees net of reimbursements to the Adviser for
the past three fiscal years ended April 30, 1997, as follows:
    



<PAGE>

                                  Advisory Fees Paid for Past Three Fiscal Years


<TABLE>
<CAPTION>
<S>                                              <C>                         <C>                        <C> 
For the Year Ended                               April 30. 1995              April 30, 1996             April 30, 1997

The AAL Small Cap Stock Fund                           N/A                        N/A                      $159,016

The AAL Mid Cap Stock Fund                         $1,443,406                  $2,207,510                 $3,188,294

The AAL International Fund                             N/A                      $183,656                   $873,585

The AAL Capital Growth Fund                        $5,910,666                  $7,332,620                 $9,121,422

The AAL Equity Income Fund                          $260,436                    $445,179                   $643,863

The AAL Balanced Fund                                  N/A                        N/A                         N/A

The AAL High Yield Bond Fund                           N/A                        N/A                       $60,205

The AAL Municipal Bond Fund                        $2,134,525                  $2,215,237                 $2,153,751

The AAL Bond Fund                                  $2,448,730                  $2,410,603                 $2,214,486

The AAL Money Market Fund                           $335,173                    $448,619                   $780,148
</TABLE>


From its  advisory  fees,  the Adviser  pays the  sub-advisory  fees for The AAL
International  Fund in accordance  with the formula set forth in the prospectus.
Prior to November 1, 1995, the Adviser paid  Sub-Advisory fees from the Advisory
fees  received  for The  AAL  Mid Cap  Stock,  Capital  Growth,  Equity  Income,
Municipal Bond and Bond and Money Market Funds.

The Advisory Agreement and Sub-Advisory Agreement for The AAL International Fund
provide  that  subject  to  Section  36 of the  Act,  neither  the  Adviser  nor
Sub-Adviser shall be liable to the Trust for any error of judgment or mistake of
law or for any loss arising out of any  investment or for any act or omission in
the  management  of the  Trust and the  performance  of their  duties  under the
Agreement except for willful  misfeasance,  bad faith or gross negligence in the
performance  of  their  duties  or by  reason  of  reckless  disregard  of their
obligations and duties under the agreements.

The Trust has agreed to use its best  efforts to change its name if the  Adviser
ceases  to act as such with  respect  to the  Funds.  The  continued  use of the
Trust's present name would create confusion in the context of the Adviser or its
parent's business.

The  Investment  Advisory  Agreement  was  approved  by the  Board of  Trustees,
including a majority of the Trustees who were not interested persons (as defined
in the Act) of any party to the  agreement on August 21, 1990,  and was approved
by the shareholders of The AAL Municipal Bond Fund on November 27, 1990, and The
AAL Capital  Growth,  Bond and Money Market  Funds on December  20, 1990.  After
December 20, 1990, the Advisory Agreement was approved for:

     The AAL Mid Cap Stock by the Board of  Trustees  on May 18,  1993,  and the
     sole shareholder on June 30, 1993;

     The AAL Equity  Income Fund by the Board of Trustees on February  24, 1994,
     and the sole shareholder on March 18, 1994;

     The AAL  International  Fund by the Board of Trustees on May 23, 1995,  and
     the sole shareholder on July 31, 1995;

     The AAL Small Cap Stock Fund by the Board of Trustees on February 23, 1996,
     and the sole shareholder on July 1, 1996;

     The AAL High Yield Bond Fund by the Board of Trustees on May 29, 1996,  and
     the sole shareholder on January 8, 1997; and

   
     The AAL Balanced  Fund by the Board of Trustees on November  19, 1997,  and
     the sole shareholder on , January 2, 1998.
    

On  October  16,  1995,  the  Board  of  Trustees  terminated  the  Sub-Advisory
Agreements (effective November 1, 1995) with, and approved the assumption of the
duties by the Adviser of, the Sub-Advisers,  Duff & Phelps Investment Management
Co., and Pilgrim Baxter & Associates  Ltd.,  for The AAL Mid Cap Stock,  Capital
Growth, Equity Income, Municipal Bond, Bond and Money Market Funds. The Board of
Trustees also approved reductions in the advisory fees for these Funds.

On May 23, 1995, the Board of Trustees, including a majority of the Trustees who
were  not  interested  persons  (as  defined  in the  Act) of any  party  to the
agreement  approved the current  Sub-Advisory  Agreement  with Societe  Generale
Asset Management Corp. for The AAL International Fund.

The Advisory  Agreement and Sub-Advisory  Agreement will continue in effect from
year to year only so long as such  continuances  are  specifically  approved  at
least  annually by the Board of  Trustees,  including a majority of the Trustees
who are not interested  persons (as defined in the Act). The Advisory  Agreement
and Sub-Advisory Agreement are terminable upon assignment or at any time without
penalty by the Board of  Trustees or by vote of the holders of a majority of the
outstanding  voting  securities of the Trust. With respect to a particular Fund,
the Advisory or Sub-Advisory  Agreement,  if any, is terminable by the vote of a
majority  of the  outstanding  shares of such Fund or by the  Adviser on 60 days
written notice to the Trust.

Distributor

AAL Capital  Management  Corporation is the exclusive  underwriter for the Funds
under a written Distribution  Agreement,  dated June 15, 1987, as amended,  with
the  Funds.  The  underwriter  offers  the  shares  of the  Funds  for sale on a
continuous basis through its field sales force.

The  public  offering  price of a Fund's  Institutional  shares is the net asset
value next computed.  The Funds began offering  Institutional shares on December
29, 1997.

General

AAL Capital Management  Corporation acts as exclusive underwriter for the Funds'
Class A and Class B shares and two  additional  series of The AAL Mutual  Funds:
The AAL U.S.  Government Zero Coupon Target Fund,  Series 2001; and The AAL U.S.
Government  Zero Coupon Target Fund,  Series 2006. For information on the Fund's
Class A and Class B shares,  please see the separate prospectus and statement of
additional information.

Portfolio Transactions

The  Adviser  and/or  Sub-Adviser  for The AAL  International  Fund  direct  the
placement  of  orders  for  the  purchase  and  sale  of  the  Funds'  portfolio
securities.

The cost of  securities  transactions  for each Fund will  consist  primarily of
brokerage  commissions or dealer or underwriter spreads.  Bonds and money market
instruments  are  generally  traded on a net basis and do not  normally  involve
either brokerage commissions or transfer taxes.

Occasionally,  securities  may  be  purchased  directly  from  the  issuer.  For
securities traded primarily in the over-the-counter market, the sellers who make
a market in the securities  will be dealt with directly unless better prices and
execution are available  elsewhere.  Such dealers  usually act as principals for
their own account. In placing portfolio transactions, the Adviser seeks the best
combination of price and execution.

In  determining  which  brokers  provide  best  execution,  the  Adviser  and/or
Sub-Adviser  for The AAL  International  Fund look  primarily to the stock price
quoted by the broker,  and normally  places orders with the broker through which
the most favorable  price can be obtained.  It is expected that  securities will
ordinarily be purchased in the primary  markets,  and that in assessing the best
net price and execution  available to a Fund, the Adviser and/or Sub-Adviser for
The AAL  International  Fund will  consider  all  factors  they  deem  relevant,
including the breadth or the market in the security,  the price of the security,
the financial condition and execution capability of the broker or dealer and the
reasonableness of the commission,  if any (for the specific transaction and on a
continuing  basis).  Although it is  expected  that sales of shares of the Funds
will be made only by the Distributor, the Adviser may in the future consider the
willingness of particular brokers to sell shares of the Funds as a factor in the
selection  of brokers  for the  Funds'  portfolio  transactions,  subject to the
overall best price and execution standard.

Assuming equal execution  capabilities,  other factors may be taken into account
in  selecting  brokers  or dealers to  execute  particular  transactions  and in
evaluating  the best net price  and  execution  available.  The  Adviser  and/or
Sub-Adviser for The AAL International Fund may consider  "brokerage and research
services"  (as those  terms  are  defined  in  Section  28(e) of the  Securities
Exchange  Act of 1934),  statistical  quotations,  specifically  the  quotations
necessary  to  determine  the Funds'  net asset  values,  and other  information
provided to the Funds, to the Adviser or Sub-Adviser (or their affiliates).  The
Adviser and/or  Sub-Adviser for The AAL International Fund may also cause a Fund
to pay to a broker or dealer who provides such brokerage and research services a
commission  for  executing  a  portfolio  transaction  which is in excess of the
amount of commission  another  broker or dealer would have charged for effecting
that transaction.  The Adviser and/or Sub-Adviser for The AAL International Fund
must determine,  in good faith,  however, that such commission was reasonable in
relation to the value of the brokerage and research services provided, viewed in
terms of that particular  transaction or in terms of all the accounts over which
the  Adviser  and/or   Sub-Adviser  for  The  AAL  International  Fund  exercise
investment  discretion.  It is possible that certain of the services received by
the Adviser and/or  Sub-Adviser for The AAL International Fund attributable to a
particular  transaction  will  benefit  one or more  other  accounts  for  which
investment discretion is exercised by the Adviser and/or Sub-Adviser for The AAL
International  Fund.  The Funds paid,  $1,108,673,  $1,697,844 and $4,205,263 in
brokerage commissions in each of the past 3 fiscal years.

Dividends, Distributions and Taxes

     The AAL Small Cap Stock,  Mid Cap  Stock,  International,  Capital  Growth,
     Equity Income, Balanced, High Yield Bond, Bond and Money Market Funds

Each  of the  Funds'  dividends,  except  for  The  AAL  Municipal  Bond  Fund's
dividends,  from net investment  income together with distribution of short-term
capital gains  (collectively  "income dividends") are taxable as ordinary income
to  shareholders  whether paid in  additional  shares or in cash.  Any long-term
capital gains ("capital gains  distributions")  distributed to shareholders  are
treated as such by the  shareholders,  whether received in cash or in additional
shares,  regardless  of the length of time a  shareholder  has owned the shares.
These Funds intend to distribute  substantially  all their net investment income
and net realized long-term capital gains in order to avoid imposition of federal
income  and  excise tax  liability.  The AAL Small Cap Stock,  Mid Cap Stock and
International Funds expect to pay any dividends annually. The AAL Capital Growth
Fund expects to pay any  dividends  semi-annually  and The AAL Equity Income and
Balanced Funds expect to pay any dividends  quarterly.  The AAL High Yield Bond,
Bond and Money Market Funds will accrue income dividends daily and expect to pay
these dividends monthly. These Funds expect to distribute capital gains, if any,
at least annually.

     The AAL Municipal Bond Fund

The AAL  Municipal  Bond Fund expects to accrue  income  dividends  daily and to
distribute to shareholders all of its net investment income in monthly dividends
and net realized  capital gains,  if any, at least annually.  Dividends  derived
from the interest  earned on municipal  securities  constitute  "exempt-interest
dividends" and are generally not subject to federal income tax. Distributions of
net realized  capital gains (whether from tax-exempt or taxable  securities) are
taxable to shareholders. The federal income tax status of all distributions will
be reported to shareholders annually. Such report will allocate income dividends
between  tax-exempt  and  taxable  income  (if  any) in  approximately  the same
proportions  as the Fund's total  income  during the year.  Accordingly,  income
derived  from each of these  sources by the Fund may vary  substantially  in any
particular  distribution  period from the  allocation  reported to  shareholders
annually.

Interest on borrowing a  shareholder  incurs to purchase or carry shares of this
Fund may not be deductible for federal income tax purposes.  Shareholders may be
subject to state and local taxes on dividends  from this Fund,  including  those
which are exempt from federal income tax.

Entities or persons who are  "substantial  users" (or persons who are related to
"substantial  users") of facilities  financed by industrial revenue bonds should
consult their tax advisers  before  purchasing  shares of The AAL Municipal Bond
Fund. For these purposes,  the term  "substantial  user" is defined generally to
include a "non-exempt  person" who regularly uses in trade or business a part of
a facility financed from the proceeds of industrial development revenue bonds.

The 1986 Tax Reform Act subjects  tax-exempt  interest  attributable  to certain
"private  activity  bonds"  (including,  in the case of a  regulated  investment
company  receiving   interest  on  such  bonds,  a  proportionate  part  of  the
exempt-interest  dividends paid by that company) to the individual and corporate
alternative minimum tax. However,  the Fund will not invest more than 20% of its
assets in such private activity bonds. Moreover,  certain corporate shareholders
may be subject to a federal "environmental" tax with respect to their receipt of
dividends and distributions.

The AAL International Fund -- Foreign Withholding Tax

The AAL International Fund may be subject to foreign withholding taxes on income
and gains derived from its investments  outside the U.S. Such taxes would reduce
the yield on the Fund's investments.  Tax treaties between certain countries and
the U.S.  may reduce or eliminate  such taxes.  If more than 50% of the value of
the Fund's  total  assets at the close of any taxable  year consist of stocks or
securities of foreign corporations,  the Fund may elect, for U.S. federal income
tax purposes,  to treat any foreign country income or withholding  taxes paid by
the Fund that can be treated as income taxes under U.S.  income tax  principles,
as paid by its shareholders.  For any year that the Fund makes such an election,
each of its shareholders  will be required to include in his income (in addition
to taxable dividends  actually  received) his allocable share of such taxes paid
by the Fund and will be entitled, subject to certain limitations,  to credit his
portion of these foreign taxes against his U.S.  federal income tax due, if any,
or to deduct it (as an itemized deduction) from his U.S. taxable income, if any.
Generally, credit for foreign taxes is subject to the limitation that it may not
exceed the shareholder's U.S.
tax attributable to his foreign source taxable income.

If the pass through  election  described above is made, the source of the Fund's
income  flows  through  to its  shareholders.  Certain  gains  from  the sale of
securities  and  currency  fluctuations  will not be treated  as foreign  source
taxable income. In addition,  this foreign tax credit limitation must be applied
separately  to certain  categories  of foreign  source  income,  one of which is
foreign source  "passive  income." For this purpose,  foreign  "passive  income"
includes dividends,  interest, capital gains and certain foreign currency gains.
As a consequence,  certain  shareholders  may not be able to claim a foreign tax
credit for the full amount of their  proportionate share of the foreign tax paid
by the Fund.

The foreign tax credit can be used to offset only 90% of the alternative minimum
tax (as  computed  under the Code for  purposes of this  limitation)  imposed on
corporations  and  individuals.  If the Fund  does  not  make  the pass  through
election  described above, the foreign taxes it pays will reduce its income, and
distributions by the Fund will be treated as U.S. source income.

Each  shareholder  will be notified within 60 days after the close of the Fund's
taxable year  whether,  pursuant to the election  described  above,  the foreign
taxes paid by the Fund will be treated as paid by its shareholders for that year
and, if so, such notification will designate:  (i) such shareholder's portion of
the  foreign  taxes  paid to such  country;  and (ii) the  portion of the Fund's
dividends and  distributions  that represent  income derived from sources within
such country.

Investments by the Fund in stocks of certain foreign  corporations that generate
largely passive  investment-type  income, or which hold a significant percentage
of assets that generate such income (referred to as "passive foreign  investment
companies"  or  "PFICs"),  are subject to special tax rules  designed to prevent
deferral of U.S.  taxation of the Fund's  share of the PFIC's  earnings.  In the
absence  of certain  elections  to report  these  earnings  on a current  basis,
regardless  of whether the Fund  actually  receives any  distributions  from the
PFIC, a Fund would be required to report certain "excess  distributions" and any
gain  from the  disposition  of stocks of the PFIC,  as  ordinary  income.  This
ordinary income would be allocated  ratably to the Fund's holding period for the
stocks.  Any amounts allocated to prior taxable year will be taxable to the Fund
at the highest  rate of tax  applicable  in that year,  increased  by a interest
charge  determined  as though the  amounts  were  underpayment  of tax.  Amounts
allocated to the year of the  distribution  or disposition  would be included in
the Fund's net investment income for that year, and to the extent distributed as
a dividend to the Fund's shareholders would not be taxable to the Fund.

Summary

The  foregoing  is  only a  summary  of  certain  tax  considerations  generally
affecting the Funds and their shareholders. Investors are urged to consult their
tax advisors  with  specific  reference to their own tax  situations,  including
state and local tax liability.

Calculation of Yield and Total Return

From time to time the  Funds may  advertise  yield  and total  return  for their
shares for various periods of investment.  Such  information will always include
uniform  performance  calculations based on standardized  methods established by
The Securities and Exchange Commission, which reflect the front-end sales charge
on a Class A share and the CDSC on a Class B share (Institutional shares are not
subject  to sales  charges  or Rule  "12b-1  distribution  fees"),  and may also
include  other  total  return  information  without  giving  effect to the sales
charges, if any. Yield is based on historical earnings and total return is based
on  historical  calculated  earnings;  neither is intended  to  indicate  future
performance.  Performance  information  should  be  considered  in  light of the
particular  Fund's  investment  objectives  and  policies,  characteristics  and
quality  of its  portfolio  securities  and the  market  conditions  during  the
applicable  period and should not be considered as a representation  of what may
be achieved in the future.  Investors should consider these factors, in addition
to differences in the methods used in calculating  performance  information  and
the impact of taxes on  alternative  investments  when  comparing  a  particular
Fund's   performance  to  the   performance   data  published  for   alternative
investments.

Standardized Performance Information

Average Annual Total Return. For each of the Funds,  except The AAL Money Market
Fund,  standardized  average  annual  total return for  Institutional  shares is
computed  by finding  the average  annual  compounded  rates of return for these
shares over the 1, 5 and 10 year  periods (or the portion  thereof  during which
the Fund has been in existence) that would equate the initial amount invested in
such shares to the ending redeemable value according to the following formula:

                  T =     (ERV/P)^(1/n) - 1

     Where:

                  T =     average annual total return for the class;

                  n =     number of years and portion of a year;

                  ERV =   ending  redeemable value for the class (of the
                          hypothetical  $1,000  payment) at the end of the
                          1, 5 and 10 year periods,  or fractional portion
                          thereof,  after  deduction of all  non-recurring
                          charges   for  the   class   (i.e.,   none   for
                          institutional  shares),  assuming  redemption at
                          the end of the period;

                  P =     $1,000  (the  hypothetical   initial  payment
                          before  deduction of the maximum  sales load, if
                          any); and

                  ^ =     raised to the power of.

For annual return information for the Funds' Class A and Class B shares based on
gross amount  invested,  please see the  separate  prospectus  and  statement of
additional  information.  There is no  standardized  annual  return  information
available for Institutional shares.  Institutional shares first became available
to investors on December 29, 1997.

Current Yield.  Current yield quotations for the Funds, except The AAL Money
Market Fund,  are based on a 30-day (or one-month)  period,  and are computed by
dividing the net  investment  income per share for each class earned  during the
period by the maximum offering price per share for each class on the last day of
the period, according to the following formula:

                  Yield  2[((a - b)/(cd) + 1)^6 - 1]

     where:

                  a =     dividends and interest earned by the class during the 
                          period;

                  b =     expenses  accrued  by the  class for the  period  
                          (net of reimbursements);

                  c =     the average  daily number of shares  outstanding  for
                          the class  during  the  period  they were  entitled to
                          receive dividends; and

                  d =     the maximum  offering price per share for the class 
                          on the last day of the period.

                  ^ =     to the power of.

For  purposes  of  this  calculation,  income  earned  on  debt  obligations  is
determined  by  applying  a  calculated   yield-to-maturity  percentage  to  the
obligations  held  during  the  period.   Interest  earned  on   mortgage-backed
securities will be calculated  using the coupon rate and principal  amount after
adjustment  for a monthly pay down.  Income  earned on stocks is  determined  by
using the stated annual dividend rate applied over the performance period. There
is no  yield  information  for  the  Funds'  Institutional  shares.  The  Funds'
institutional  shares first became  available to investors on December 29, 1997.
For  information  on the Funds' yields for Class and Class B shares,  please see
the separate prospectus and statement of additional information.

<PAGE>


Tax  Equivalent  Yield.  The  AAL  Municipal  Bond  Fund  will  calculate  a tax
equivalent yield based on a 30-day (or one-month)  period for the Fund's shares,
computed by dividing  that  portion of the yield of the Fund for the share class
(computed as described  above) that is  tax-exempt  by one minus a stated income
tax rate and adding the  quotient  to that  portion if any, of the yield of that
share class for the Fund that is not tax exempt.  The formula for computation of
the tax equivalent yield is:

                  X =     (N/1-F) + T

     Where:

                  N =     % of yield for the class derived from tax-exempt 
                          income;

                  F =     federal income tax rate; and

                  T =     % of yield for the class derived from taxable income.

There  is  no  tax  equivalent  yield  information  for  institutional   shares.
Institutional  shares first became  available to investors on December 29, 1997.
For tax-equivalent  yield information for the Fund's Class A and Class B shares,
please see the separate prospectus and statement of additional information.

Current and  Effective  Yield - The AAL Money Market Fund.  The AAL Money Market
Fund  may  quote  a  current  yield  or  effective  yield  for its  shares  from
time-to-time.  The current yield is an annualized  yield based on the net change
in account value for each class for a seven-day  period.  The effective yield is
an annualized  yield based on a daily  compounding of the current yield for each
share class. These yields are each computed by first determining the "Net Change
in Account Value" for each share class for a hypothetical account having a share
balance of one share at the beginning of a seven-day period ("Beginning  Account
Value"),  excluding capital changes. The Net Change in Account Value will always
equal the total dividends  declared with respect to the account.  The yields for
each share class are computed as follows:

     Current Yield = Net Change in Account Value Per Class   365
                     Beginning Account Value Per Class       x 7

     Effective Yield = [1 + Net Change in Account Value Per Class]  365/7 - 1

There is no current or effective yield information for the Fund's  Institutional
shares. Institutional shares first became available to investors on December 29,
1997. For  information on the Fund's current or effective  yield for Class A and
Class B shares,  please see the separate  prospectus and statement of additional
information.

In  addition  to  fluctuations  reflecting  changes  in net  income  of the Fund
resulting  from changes in income earned on its portfolio  securities and in its
expenses,  the Fund's  yield also would be affected if the Fund were to restrict
or  supplement  its dividends in order to maintain its net asset value at $1.00.
(See "Net  Asset  Value" in the  Prospectus  and in this  Statement.)  Portfolio
changes resulting from net purchase or net redemptions of Fund shares may affect
yield.  Accordingly,  the  Fund's  yield  may vary from day to day and the yield
stated for a  particular  past period is not a  representation  as to its future
yield. The Fund's yield is not guaranteed nor is its principal insured. Although
there is no assurance  that it will be able to do so, the Fund will use its best
efforts to maintain its net asset value per share at $1.00.

Other Performance Information

All of The AAL Mutual  Funds  may,  from time to time,  include  in their  sales
literature  and  advertisements:   (1)  total  return  quotations  computed  for
different  time  periods  or by a method  that  differs  from  the  computations
described in the section  above for a Fund's  shares;  (2)  calculations  of the
growth of an investment (or series of investments),  at various assumed interest
rates and compounding,  to show the effect of the length of time,  interest rate
and/or tax deferral on an investment  for a Fund's  shares;  (3)  illustrate the
concepts of asset  allocation by use of hypothetical  case studies using various
risk levels and life cycles,  as well as illustrating  the effect of various tax
brackets and tax  deferrals on  hypothetical  systematic  investing for a Fund's
shares;  and (4) performance  relative to the  performance of other  investments
such as stocks,  bonds,  closed end funds,  certificates of deposit,  as well as
various  indices  such as the  Consumer  Price  Index and indices  generated  by
lbbotson & Associates  and Chase Global Data and Research  Products for a Fund's
shares.

Average  Annual Total Return.  All Funds,  except The AAL Money Market Fund, may
advertise an average annual total return calculation for a Fund's shares for any
appropriate  time period,  based upon the value of a net  investment in the Fund
for the class.  For  institutional  shares the difference  between the gross (or
standardized) returns and net returns (which in the case of Class A shares would
be  calculated  after  deduction of the maximum  sales charge and in the case of
Class B shares after  deducting  the CDSC ) would be the same.  Investors in the
Funds' institutional shares do not pay sales charges, either as a front-end load
or as a CDSC. The formula for  calculating  the value of a net investment in the
Funds' shares is as follows:

                  T =     n(ERV/P)^(1/n)-1

     where:

                  T =     average annual total return for the class;

                  n =     number of years and portion of a year;

                  ERV =   ending  redeemable value for the class (of the
                          hypothetical  $1,000  investment)  at the end of
                          any period  after  deducting  all  non-recurring
                          charges (i.e., CDSC for Class B shares, none for
                          institutional shares) assuming redemption at the
                          end of the period;

                  P =     $1,000   (the   hypothetical   initial   net
                          investment after deduction of the sales load, if
                          any).

                  ^ =     raised to the power of.

There is no annual  return  information  for  Institutional  shares based on net
amount  invested.  Institutional  shares first became  available to investors on
December 29, 1997. For annual return  information  based on net amount  invested
for the Funds' Class A and Class B shares,  please see the  separate  prospectus
and statement of additional information.

Performance  information  for the  Funds'  shares  may be  compared  to  various
unmanaged indexes, such as Morgan Stanley's EAFE and World, Dow Jones Industrial
and Averages, the S&P 500, S&P MidCap 400, S&P Small Cap or Lehman Brothers High
Yield Index,  Lehman Brothers Aggregate or other Lehman Bond Indexes, as well as
indices of similar  mutual  funds,  and various  foreign  country  and  currency
indices.  The Funds may  include  in their  advertising  rankings  published  by
recognized  statistical  services  or  publishers  such as  Morningstar,  Lipper
Analytical  Services,   Inc.,  Weisenberger  Investment  Companies  Services  or
rankings shares published by other comparable national services that rank mutual
funds.  They  also  may use  information  from  publications  such as  Barron's,
Business Week, The Economist,  Financial  World,  Forbes,  Fortune,  Kiplinger's
Personal  Finance,  Money,  Smart Money,  the Star,  The Wall Street  Journal or
Worth,  and  from  videotapes  of  television  shows  and  interviews  involving
investment  experts,  including  employees of the Adviser and/or Sub-Adviser for
The AAL International Fund.
Advertisements may depict performance graphically.

General

The Trust's  Declaration  of Trust  permits its  Trustees to issue an  unlimited
number of full and  fractional  shares of  beneficial  interest and to divide or
combine the shares  into a greater or lesser  number of shares  without  thereby
changing  the  proportionate  beneficial  interest  in a Fund.  Pursuant to this
authority,  the Trustees have issued Class A, Class B and  Institutional  shares
for the Funds,  except for The AAL U.S.  Government  Zero Coupon  Target  Funds,
Series  2001 and  2006.  Each  class  share  represents  an  interest  in a Fund
proportionately  equal to the interest of each other share in its class.  If the
Trust were to liquidate,  all shareholders of a Fund would share pro rata in its
net assets for the class  available for  distribution to  shareholders.  If they
deem it  advisable  and in the best  interests  of  shareholders,  the Board may
create  additional  classes of shares that may differ from each other only as to
dividends or, as is the case with the Funds,  as to assets and  liabilities  (in
which case any such class would have a designation including the word "Series").
Shares  of each  series  are  entitled  to vote as a series  only to the  extent
required by the '40 Act or as permitted by the  Trustees.  Income and  operating
expenses are allocated fairly among the series by the Trustees.

As of October 9, 1997, the officers and Trustees of the Trust owned less than 1%
of the shares of any Funds. As of October 9, 1997, the following account holders
held in excess of 5% of the following Funds' shares:

                                             Percentage
Shareholder                                  Ownership

Aid Association for Lutherans (AAL)
4321 N. Ballard Road
Appleton, Wisconsin 54919

     The AAL High Yield Bond Fund               25%

AAL Capital Management Corporation

     The AAL Money Market Fund                   5%

LCMS Foundation

     The AAL Bond Fund                           6%


Because  AAL  owns  more  than  25% of The AAL  High  Yield  Bond  Fund,  AAL is
considered  a control  person  of the Fund and,  as such,  has  voting  power in
connection with any matters subject to a shareholders vote for the Fund.

Except for the  election  of  Trustees  and  ratification  of the  selection  of
accountants,  any matter  required to be  submitted to  shareholder  vote is not
deemed to have been  effectively  acted upon unless approved by the holders of a
"majority"  (as  defined in the Rule) of the voting  securities  of each  Series
affected by the matter.

The AAL Small Cap Stock, Mid Cap Stock, Capital Growth, Equity Income, Balanced,
High Yield Bond,  Municipal  Bond,  Bond and Money  Market  Funds'  custodian is
Firstar  Trust  Company.  The AAL  International  Fund's  custodian is The Chase
Manhattan  Bank, N. A. The  custodians  are  responsible  for holding the Funds'
assets.

AAL Capital Management Corporation provides certain  administrative,  accounting
and pricing  services to the Funds,  including  calculating  the daily net asset
value per class share;  maintaining original entry documents and books of record
and general ledgers;  posting cash receipts and disbursements;  reconciling bank
account  balances  monthly;  recording  purchases and sales based on Sub-Adviser
communications;  and  preparing  monthly and annual  summaries  to assist in the
preparation of financial  statements of, and regulatory  reports for, the Funds.
These services were formerly provided by the Funds' Custodian. An Administrative
Services  Agreement  with the Adviser was approved by a majority of the Trustees
of the  Funds,  including  a majority  of the  Trustees  who are not  interested
persons of the Funds or of the Adviser and was approved by the  shareholders  of
The AAL Municipal Bond Fund on November 27, 1990 and of The AAL Capital  Growth,
Bond and Money Market Funds on December 20, 1990, The Board of Trustees approved
the addition of:

     The AAL Mid Cap  Stock  Fund to this  agreement  on May 18,  1993;  The AAL
     Equity Income Fund on February 24, 1994; The AAL International  Fund on May
     23, 1995;  The AAL Small Cap Stock on February 28, 1996; The AAL High Yield
     Bond Fund on May 29, 1996; and The AAL Balanced Fund on November 19, 1997.

The principal motivation for having the Adviser provide these services was cost.
The Adviser has agreed to provide these  services at rates that would not exceed
the rates charged by unaffiliated vendors for similar services. The initial rate
of payment for these  services  was $25,000 per Fund per year,  plus the cost of
outside  pricing  services but only to the extent the Adviser is not voluntarily
absorbing any expenses of that Fund. The annual rates of payment approved by the
Trustees presently are:

     The AAL Small Cap Stock Fund - $35,000 
     The AAL Mid Cap Stock Fund - $35,000
     The AAL International  Fund - $40,000 
     The AAL Capital Growth Fund - $35,000
     The AAL Equity  Income Fund - $35,000 
     The AAL  Balanced  Fund - $35,000 
     The AAL High  Yield  Bond  Fund - $30,000 
     The AAL Bond Fund - $35,000  
     The AAL Municipal Bond Fund - $35,000 
     The AAL Money Market Fund - $35,000
     The AAL U. S. Government Zero Coupon Target Fund Series 2001 - $2,500
     The AAL U. S. Government Zero Coupon Target Fund Series 2006 - $2,500

The  Agreement  will  continue  in effect  from  year to year,  as long as it is
approved at least  annually by the Funds'  Board of Trustees or by a vote of the
outstanding  voting  securities of the Funds and in either case by a majority of
the Trustees who are not parties to the Agreement or  interested  persons of any
such party.  The  Agreement  terminates  automatically  if  assigned  and may be
terminated  without  penalty by either party on 60-days'  notice.  The Agreement
provides  that  neither the Adviser  nor its  personnel  shall be liable for any
error of  judgment  or mistake of law or for any loss  arising out of any act or
omission  in the  execution  and the  discharge  of its  obligations  under  the
Agreement, except for willful misfeasance,  bad faith or gross negligence in the
performance  of  their  duties  or by  reason  of  reckless  disregard  of their
obligations and duties under the Agreement.

Shareholder Maintenance Agreement

The  Board of  Trustees  authorized  the  Funds  to  contract  with AAL  Capital
Management Corporation for certain shareholder  maintenance services,  effective
April 1, 1995. These shareholder  services include answering  customer inquiries
regarding account status,  explaining and assisting  customers with the exercise
of their account  options and  facilitating  shareholder  telephone  transaction
requests.

The annual fee payable to AAL Capital Management  Corporation for providing such
services is based  upon,  and  limited  by, the  difference  between the current
account fees actually charged by Firstar Trust Company, as transfer and dividend
disbursing agent, and the normal  full-service fee schedule published by Firstar
Trust Company,  as well as reimbursement for certain actual  out-of-pocket costs
including postage and telephone charges.  This account  differential,  including
reimbursement  for  expenses,  is at an  annualized  rate of $4.08 per  account,
effective June 1, 1996. The Agreement will continue in effect from year to year,
as long as it is approved at least  annually by the Funds'  Board of Trustees or
by a vote of the outstanding  voting  securities of the Funds and in either case
by a majority of the Trustees who are not parties to the Agreement or interested
persons of any such party.  The Agreement  terminates  automatically if assigned
and may be terminated  without penalty by either party on 60-days=  notice.  The
Agreement  provides that neither the Adviser nor its  personnel  shall be liable
for any error of judgment  or mistake of law or for any loss  arising out of any
act or omission in the execution and the discharge of its obligations  under the
Agreement, except for willful misfeasance,  bad faith or gross negligence in the
performance  of  their  duties  or by  reason  of  reckless  disregard  of their
obligations  and  duties  under  the  Agreement.  These  fees are not  currently
assessed against the Fund but may be in the future.

Independent Accountants

The Trust's  independent  accountants,  Price Waterhouse LLP, examine the Funds'
annual financial statements, assist in the preparation of certain reports to the
Securities  and  Exchange  Commission  and review the  Trust's  state and Funds'
federal tax returns.

Financial Statements

The  financial   statements,   notes  to  financial  statements  and  report  of
independent  accountants  for  the  Funds  included  in  the  Annual  Report  to
Shareholders  of the  Trust,  for the year  ended  April 30,  1997,  are  hereby
incorporated by reference.