[Letterhead of AIG Life Insurance Company]
March 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AIG Life Insurance Company
Variable Account II
File No. 33-90684
Ladies and Gentlemen:
Please note that the filing fee has been submitted under File Number 33-90684.
Sincerely,
/s/ Edward Bacon
Edward Bacon
Director Variable Products Accounting
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[Letterhead of AIG Life Insurance Company]
March 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AIG Life Insurance Company
Variable Account II
File No. 33-90684
Ladies and Gentlemen:
I am General Counsel AIG Life Insurance Company (the "Company"), a Delaware
stock life insurance corporation. In connection with the offering of Deferred
Variable Life 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 S-6 filed under
the Securities Act of 1933 as Registration Number 33-90684.
I hereby consent to the filing of this opinion with said Rule 24f-2 Notice.
Sincerely,
/s/Kenneth D. Walma
Kenneth D. Walma
Vice President and General Counsel
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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 12/31/99
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,
1999 $17,390,098
Aggregate sale price of accumulation units sold during the fiscal year ended
December 31, 1999 $17,390,098
Redemption price of accumulation units redeemed during the fiscal year ending
December 31, 1999 $4,089,155
Total amount upon which fee calculation is based $13,300,943
Fee submitted (.000264) $ 3,511
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AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
BY JOHN OEHMKE
/s/ John Oehmke
JOHN OEHMKE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
