AIG Life Insurance Company
One Alico Plaza
P.O Box 667
Wilmington, DE 19899-0667
302 594-2987
March 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AIG Life Insurance Company
Variable Account II
File No. 33-90684
Gentlemen:
Please note that the filing fee has been submitted under Registration Number
33-90684.
Sincerely,
Edward Bacon
Director Variable Products Accounting
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AIG Life Insurance Company
One Alico Plaza
P.O. Box 667
Wilmington, DE 19899-0667
302 594-2987
March 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AIG Life Insurance Company
Variable Account II
File Nos. 33-90684
Gentlemen:
I am Associate General Counsel AIG Life Insurance Company (the "Company"), a
Delaware stock life insurance corporation. In connection with the offering of
Deferred Variable Annuity Contracts (the "Contracts") of Variable Account II
(the "Account"), a segregated investment account of the Company, I have examined
such records and documents and have made such further investigation and
examination as I deemed necessary for the purpose of this opinion.
It is my opinion that the Contracts, the registration of which is made definite
by the accompanying Rule 24f-2 Notice of the Account, were legally issued, fully
paid and non-assessable by the Account to the extent set forth in the Account's
prospectus forming part of its Registration Statement on Form N-4 filed under
the Securities Act of 1933 as Registration Numbers 33-90684.
I hereby consent to the filing of this opinion with said Rule 24f-2 Notice.
Sincerely,
Kenneth D. Walma
Associate General Counsel
<PAGE>
Rule 24f-2 Notice
For
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
FILE NOS. 33-90684
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<S> <C>
Fiscal period for which notice is filed 12/31/98
Securities registered and unsold at the beginning of the fiscal year 0
Securities registered during this year other than pursuant to Rule 24f-2 0
Sale price of accumulation units sold during fiscal year ending December 31,
1998 $10,943,619
Aggregate sale price of accumulation units sold during the fiscal year ended
December 31, 1998 $10,943,619
Redemption of price of accumulation units redeemed during the fiscal year
ending December 31, 1998 $1,986,466
Total amount upon which fee calculation is based $8,957,153
Fee submitted (.000278) $ 2,490
</TABLE>
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
BY HOWARD GUNTON
HOWARD GUNTON
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
