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Exhibit 10
November 29, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exhibit 10, Form N-1A
North American Funds Variable Product Series II
File Nos. 333-53589/811-08789
Ladies and Gentlemen:
As counsel to American General Fund Group, it is my opinion that the securities
being registered by this Post-Effective Amendment No. 3, will be legally issued,
fully paid and non-assessable when sold. My opinion is based on an examination
of documents related to North American Funds Variable Product Series II (the
"Trust"), including its Declaration of Trust, its By-Laws, other original or
photostatic copies of Trust records, certificates of public officials,
documents, papers, statutes, and authorities as I deemed necessary to form the
basis of this opinion.
I therefore consent to filing this opinion of counsel with the Securities and
Exchange Commission as an Exhibit to the Trust's Post-Effective Amendment No. 3
to its Registration Statement.
Sincerely,
/s/ Katherine Stoner
Katherine Stoner
Senior Counsel
