The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001448930
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
AIG LIFE OF BERMUDA LTD
Jurisdiction of Incorporation/Organization
BERMUDA
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
AIG LIFE OF BERMUDA LTD
Street Address 1 Street Address 2
29 Richmond Road
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
PEMBROKE BERMUDA HM AX 441-298-5311

3. Related Persons

Last Name First Name Middle Name
Cummings Don Wayne
Street Address 1 Street Address 2
2919 Allen Parkway
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77019
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director, Chairman of the Board and Chief Executive Officer
Last Name First Name Middle Name
Bergquist Lars
Street Address 1 Street Address 2
29 Richmond Road
City State/Province/Country ZIP/PostalCode
Pembroke BERMUDA HM AX
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director and Executive Vice President
Last Name First Name Middle Name
Jennings Kyle Lynn
Street Address 1 Street Address 2
2919 Allen Parkway
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77019
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Festervand Terry Box
Street Address 1 Street Address 2
2929 Allen Parkway
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77019
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Treasurer
Last Name First Name Middle Name
Philip Anthony
Street Address 1 Street Address 2
29 Richmond Road
City State/Province/Country ZIP/PostalCode
Pembroke BERMUDA HM AX
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Secretary
Last Name First Name Middle Name
Novak Jonathan
Street Address 1 Street Address 2
1999 Avenue of the Stars 1 SunAmerica Center
City State/Province/Country ZIP/PostalCode
Los Angeles CALIFORNIA 90067
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

President and Director
Last Name First Name Middle Name
Flint Peter
Street Address 1 Street Address 2
29 Richmond Road
City State/Province/Country ZIP/PostalCode
Pembroke BERMUDA HM AX
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Valzania David
Street Address 1 Street Address 2
29 Richmond Road
City State/Province/Country ZIP/PostalCode
Pembroke BERMUDA HM AX
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and Director
Last Name First Name Middle Name
Jorgensen David
Street Address 1 Street Address 2
2727-A Allen Parkway
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77019
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Financial Officer
Last Name First Name Middle Name
Beuerlein Robert Michael
Street Address 1 Street Address 2
2727-A Allen Parkway
City State/Province/Country ZIP/PostalCode
Houston TEXAS 77019
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Actuary

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
X Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
X Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii) X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2010-03-12    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Global Estate Manager III Variable Universal Life Insurance. The date of first sale was in previous years and is unknown.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $500,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
Insurance Distributors International None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Insurance Distributors International None
Street Address 1 Street Address 2
c/o HSBC Insurance Mgmt (Bermuda) Contin. Bldg. Ste 2509, 25 Church Street
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM 12
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
New Castle Consultants (Cayman), Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
New Castle Consultants (Cayman), Ltd. None
Street Address 1 Street Address 2
c/o Royal Bank Canada-T. McCarthy 24 Shedden Rd, PO Box 1586
City State/Province/Country ZIP/Postal Code
Georgetown, Grand Cayman CAYMAN ISLANDS KY1-1110
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Northstar Group (Bermuda), Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Northstar Group (Bermuda), Ltd. None
Street Address 1 Street Address 2
11 Victoria Street PO Box HM 266
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM AX
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Peter M. Williams Worldwide, Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Peter M. Williams Worldwide, Ltd. None
Street Address 1 Street Address 2
PO Box 146 Wickams Cay 1, Trident Chambers
City State/Province/Country ZIP/Postal Code
Road Town, Tortola VIRGIN ISLANDS, BRITISH 00000
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
PPLI International, Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
PPLI International, Ltd. None
Street Address 1 Street Address 2
Clarendon House 2 Church Street
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM 11
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Quellos (Bermuda), Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Quellos (Bermuda), Ltd. None
Street Address 1 Street Address 2
c/o Codan Services, Ltd. Clarendon House, 2 Church Street
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM 11
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Rushmore International Consulting, Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Rushmore International Consulting, Ltd. None
Street Address 1 Street Address 2
c/o Holowesko & Co, Attn: Rushmore Inter PO Box N 7776-348
City State/Province/Country ZIP/Postal Code
Nassau BAHAMAS 00000
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Sterling Resources, Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Sterling Resources, Ltd. None
Street Address 1 Street Address 2
c/o Appleby, Canons Ct, 22 Victoria St PO Box HM 1179
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM EX
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Stern Capital Limited None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Stern Capital Limited None
Street Address 1 Street Address 2
c/o Watford Srvs, 3 Mangrove Bay Road PO Box MA320
City State/Province/Country ZIP/Postal Code
Sandys Parish BERMUDA MA BX
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
AG Transnational Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
AG Transnational Ltd. None
Street Address 1 Street Address 2
Canons Court 22 Victoria Street, Box HM 1179
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Crown World Services, Ltd None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Crown World Services, Ltd None
Street Address 1 Street Address 2
The Argus Building, 2nd Floor 14 Wesley Street, Box HM 1064
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM EX
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Edgewater Consulting Group, Ltd. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Edgewater Consulting Group, Ltd. None
Street Address 1 Street Address 2
325 Waterfront Dr., Omar Hodge Bldg 2nd Floor, Wickhams Cay 1
City State/Province/Country ZIP/Postal Code
Road Town, Tortola VIRGIN ISLANDS, BRITISH 00000
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Insurance Placement Services None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Insurance Placement Services None
Street Address 1 Street Address 2
c/o Appleby Mgmt (Berm) Ltd. Argyle House, 41A Cedar Ave.
City State/Province/Country ZIP/Postal Code
Hamilton BERMUDA HM 12
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number X None
Wellington Finch SA None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Wellington Finch SA None
Street Address 1 Street Address 2
Hunkins Plaza, Main Street P. O. Box 681
City State/Province/Country ZIP/Postal Code
Charlestown SAINT KITTS AND NEVIS 00000
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $948,024,836 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
93

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
X Estimate
Finders' Fees $1,560,790 USD
X Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
AIG LIFE OF BERMUDA LTD JENNIFER P. POWELL Jennifer P. Powell Associate General Counsel 2013-02-28

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.