Principal Life Insurance Co Separate Account B
Filed: 12 Jan 11, 12:00am
| January 12, 2011 | |
| VIA EDGAR | |
| Rebecca A. Marquigny, Esq. | |
| Senior Counsel | |
| Office of Insurance Products | |
| Division of Investment Management | |
| U.S. Securities and Exchange Commission | |
| 100 F Street, N.E. | |
| Washington, D.C. 20549 | |
| RE: | Initial filing of the Registration Statement for Principal Lifetime |
| Income Solutions on Form N-4 for Principal Life Insurance Company | |
| Separate Account B (File No. 33-171650) (“Registration Statement”) | |
| Accession No.:0000898745-11-000017 | |
| Dear Ms. Marquigny: | |
| The above-referenced initial Registration Statement was filed with the Securities and | |
| Exchange Commission (the “Commission”) by Principal Life Insurance Company | |
| (“Principal”) on January 11, 2011. The Registration Statement is for a variable annuity | |
| contract called Principal Lifetime Income Solutions (“LIS”). The purpose of this letter is | |
| to request selective review of the Registration Statement pursuant to the procedures set | |
| forth in Investment Company Act Release No. 13768 (February 15, 1984). We believe | |
| that selective review is appropriate because the LIS contract is modeled upon and closely | |
| similar to another Principal variable annuity contract that is registered with the | |
| Commission and has been extensively reviewed by the Staff of the Commission. This | |
| latter contract is called the Principal Investment Plus Variable Annuity (“IPVA”) (File | |
| No. 333-116220). We enclose herewith a copy of the LIS prospectus included in the | |
| Registration Statement, and we are providing you with a redlined version of the LIS | |
| prospectus marked to show changes from the currently effective IPVA prospectus. | |
| The LIS and IPVA contracts are both individual, flexible premium, deferred variable | |
| annuity contracts that include guaranteed minimum withdrawal benefit (“GMWB”) | |
| riders. The main difference between the two products is that IPVA offers both “For Life” | |
| and “Investment Back” guarantees and LIS offers only a “For Life” guarantee. The LIS | |
| GMWB is a modified version of the IPVA GMWB, and the LIS prospectus is a | |
| simplified, “pared-down” version of the IPVA prospectus. Thus, the LIS prospectus both | |
| (i) includes disclosure that is substantially identical to comparable disclosure in the IPVA | |
| prospectus and (ii) omits the extensive, comparative disclosure (including in appendices) | |
| in the IPVA prospectus relating to two GMWB riders that are no longer being offered | |
| with the IPVA. The disclosure included in the currently effective IPVA prospectus was | |
| subject to extensive Commission Staff review, and reflects extensive disclosure revisions | ||
| in response to written Staff comments, in connection with post-effective amendments | ||
| nos. 15 and 16 to the IPVA registration statement. These post-effective amendments | ||
| were filed with the Commission pursuant to Rule 485(a) under the Securities Act of 1933 | ||
| on December 31, 2009 and March 1, 2010, respectively. | ||
| Capitalized terms used and not otherwise defined below are consistent with the defined | ||
| terms set forth in the LIS prospectus. | ||
| The principal differences between the LIS contract and prospectus and the IPVA contract | ||
| and prospectus are set forth below: | ||
| 1. | LIS only provides for a “For Life” guarantee, and the “Investment Back” | |
| guarantee under IPVA is not available under LIS. | ||
| 2. | Only one GMWB rider is available under LIS, and this GMWB rider is required | |
| to purchase the contract (the GMWB riders under IPVA are not available under | ||
| LIS). | ||
| 3. | LIS’s GMWB rider issue age is 60-80, as opposed to IPVA’s GMWB rider issue | |
| age which is 45-80. | ||
| 4. | Only two underlying mutual funds are available under LIS (all of the underlying | |
| funds and GMWB models that were once offered under IPVA are not available | ||
| under LIS). | ||
| 5. | LIS’s GMWB Bonus and Step-Up have been slightly modified from IPVA’s | |
| GMWB Bonus and Step-Up. | ||
| 6. | The following riders and provisions are not available under LIS: | |
| a. | Premium Payment Credit Rider; | |
| b. | Enhanced Death Benefit Rider; | |
| c. | Dollar Cost Averaging; and | |
| d. | Principal Variable Annuity Exchange Offer | |
| 7. | LIS’s appendices do not include IPVA’s appendices relating to the Principal | |
| Variable Annuity Exchange Offer, the discontinued GMWB riders and their | ||
| accompanying models and examples, and the Enhanced Death Benefit Rider. | ||
| In addition to the changes noted above and conforming changes related thereto, certain | ||
| disclosure in the LIS prospectus has been modified for clarity and for consistency with | ||
| other Principal prospectuses. We have also made certain non-material clarifying changes | ||
| to the Registration Statement. Note that all of the changes appear and are marked in the | ||
| redlined version. | ||
| For the redlined version, most text changes in the prospectus are reflected as follows: |
| additions to the document are in green underlined text and deletions in the text are in red |
| strike through text. Generally, when information in the document is tabular, the old table |
| appears followed by the new table. We have attempted to annotate the document to |
| identify both the old and replacement tables. We hope these annotations aid in your |
| review of the prospectus. |
| The disclosure in the following sections and subsections of the LIS prospectus is |
| substantially the same as the comparable disclosure in the IPVA prospectus: |
| Glossary |
| Corporate Organization and Operation |
| How To Buy a Contract |
| Premium Payments |
| The Accumulation Period |
| Telephone and Internet Services |
| Surrenders |
| Death Benefit |
| The Annuitization Period |
| Surrender Charge |
| Waiver of Surrender Charge |
| Transaction Fee |
| Premium Taxes |
| Annual Fee |
| Separate Account Annual Expenses |
| Special Provisions for Group or Sponsored Arrangements |
| Waiver of Surrender Charge Rider |
| The Contract |
| Delay of Payments |
| Misstatement of Age or Gender |
| Assignment |
| Change of Owner or Annuitant |
| Beneficiary |
| Contract Termination |
| Reports |
| Important Information About Customer Identification Procedures |
| Frequent Trading and Market-Timing (Abusive Trading Practices) |
| Distribution of the Contract |
| Performance Calculation |
| Federal Tax Matters |
| Mutual Fund Diversification |
| State Regulation |
| Reservation of Rights |
| Legal Opinions |
| Legal Proceedings |
| 12h-7 Representation |
| Other Variable Annuity Contracts |
| Householding |
| Payments to Financial Intermediaries |
| Service Arrangements and Compensation |
| Independent Registered Public Accounting Firm |
| Financial Statements |
| Registration Statement |
| Customer Inquiries |
| Table of Contents of the SAI |
| All financial statements, exhibits, and other required disclosure not included in this |
| Registration Statement will be filed by amendment. |
| We appreciate your attention to this request for selective review.If you have any |
| comments or questions, please call me at (515) 362-2384. |
| Sincerely, |
| /s/ Jeffrey M. Pierick |
| Jeffrey M. Pierick |
| Counsel |
| 711 High Street |
| Des Moines, Iowa 503092-0300 |
| (515) 362-2384 (office) |
| (866) 496-6527 (facsimile) |
| pierick.jeff@principal.com |
| Enclosures |