January 24, 1997
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for AIG All Ages Funds, Inc.
File No. 33-91174
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: AIG All Ages Funds, Inc.
70 Pine Street
New York, NY 10270
2. Name of each series or class of funds for which this notice is filed:
AIG Children's World Fund - 2005
AIG Retiree Fund - 2003
3. Investment Company Act File Number: 811-9022
Securities Act File Number: 33-91174
4. Last day of fiscal year for which this notice is filed: November 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
Number Amount
Children's World Fund 390,836 $3,623,996
Retiree Fund 651,040 $6,041,162
Total 1,041,876 $9,665,158
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number Amount
Children's World Fund 390,836 $3,623,996
Retiree Fund 651,040 $6,041,162
Total 1,041,876 $9,665,158
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
None.
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 9,665,158
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 440,721
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): $ 9,224,437
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 2,795.28
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: January 23, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: /s/Eugene Cichanowsky
Eugene Cichanowsky
Assistant Treasurer
Date: January 17, 1997
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone (202) 626-3362
Fax (202) 626-3334
January 22, 1997
AIG All Ages Funds, Inc.
70 Pine Street
New York, New York 10270
Dear Sir or Madam:
As counsel for AIG All Ages Funds, Inc. (the "Company") during the fiscal
year ended November 30, 1996, we are familiar with the registration of the
Company under the Investment Company Act of 1940 (File No. 811-9022) and
with the registration statement relating to its shares of common stock (the
"Shares") under the Securities Act of 1933 (File No. 33-91174). We have also
examined such other corporate records, agreements, documents, and instruments
as we deemed appropriate.
Based upon the foregoing, it is our opinion that the 1,041,876 Shares
(representing 390,836 Shares of AIG Children's World Fund - 2005 and 651,040
Shares of AIG Retiree Fund - 2003) sold at the public offering price and
delivered by the Company against receipt of the net asset value of the Shares
during the Company's fiscal year ended November 30, 1996, were duly and
validly authorized, legally and validly issued, fully paid, and non-
assessable.
We consent to the filing of this opinion in connection with the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 of the fiscal
year ended November 30, 1996 to be filed on behalf of the Company with the
Securities and Exchange Commission.
Very truly yours,
/s/Dechert Price & Rhoads
Dechert Price & Rhoads
