Mail Stop 3561
December 15, 2005
Karen E. Shaff
Principal Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0001
Re: Principal Life Insurance Company
Registration Statement on Form S-3
Filed November 17, 2005
File No. 333-129763
Dear Ms. Shaff:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note that our comments to either the base prospectus
and/or
the supplements should be applied universally, if applicable.
Accordingly, if comments issued for one apply to another, make
conforming revisions as appropriate.
2. Please file the forms of the pricing supplements you intend to
use.
3. Please confirm that the depositor or issuing entity previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor have been current with Exchange Act
reporting during the last twelve months with respect to asset-
backed
securities involving the same asset class. Please refer to
General
Instruction I.A.4 of Form S-3. Also, please provide us with the
CIK
codes for any affiliate of the depositor that has offered a class
of
asset-backed securities involving the same asset class as this
offering.
4. Either include the information called for by Item 1105 of
Regulation AB or provide us with your analysis of why it is not
material.
5. Please clarify which person or entity is responsible for the
management or collection of the pool assets or making allocations
or
distributions to holders of the asset-backed securities, and
provide
the disclosure required by Item 1108 of Regulation AB.
6. Please tell us how you intend to provide for an annual report
on
assessment of compliance with servicing criteria for asset-backed
securities as well as an attestation report from a registered
public
accounting firm pursuant to Exchange Act Rule 15d-18 and Item 1122
of
Regulation AB. See also Item 1123 of Regulation AB. Please note
that all of the required reports must be filed as exhibits to the
annual report on Form 10-K.
7. Please confirm that you plan to file the finalized agreements,
including the exhibits to these agreements, as an exhibit to the
registration statement or under cover of Form 8-K and incorporated
by
reference into the registration statement at the time of each
takedown. Refer to Item 1100(f) of Regulation AB.
8. Please include a separately captioned section and disclose any
legal proceedings pending against the sponsor, seller, servicer,
depositor, trustees, issuing entity or other transaction parties
that
would be material to investors, if applicable. Refer to Item 1117
of
Regulation AB.
Prospectus Supplements
Cover Page
9. Please use bracketed language on the cover page to indicate
that
you will disclose the name of the issuing entity when known.
Also,
when referring to transaction parties, please use the terminology
set
out in Regulation AB. Please refer to Item 1101(f) of Regulation
AB
for the definition of issuing entity. In this regard, please
revise
the third bullet point on the right to ensure that it accurately
reflects the language under Item 1102(d) of Regulation AB, and
clarify that the securities represent the obligations of the
"issuing
entity."
Summary, page S-3
10. We note your statement here, in the additional prospectus
supplements and in the base prospectus, that the pricing
supplement
may add to, update, supplement, or clarify the terms contained in
the
prospectus and applicable prospectus supplement. Please note that
a
takedown off of a shelf that involves assets, structural features,
credit enhancement or other features that were not described in
the
base prospectus will usually require either a new registration
statement, if to include additional assets, or a post-effective
amendment. Also, please note that Securities Act Rule 409
requires
that the registration statement be complete at the time of
effectiveness except for information that is not known or
reasonably
available. Please revise the base prospectus or prospectus
supplements, as applicable, to describe the assets, credit
enhancements or other structural features reasonably contemplated
to
be included in an actual takedown.
Base Prospectus
General
11. Please include a table itemizing all fees and expenses to be
paid
or payable out of the cash flows from the pool assets. Refer to
Item
1113(c) of Regulation AB. Such table should be formatted in a
manner
that provides a comprehensive picture of where the fees are going.
Also, please add this section to the table of contents.
12. Please describe the reports or other documents that will be
provided to security holders required under the transaction
agreements. Refer to Item 1118(a).
Description of the Notes, page 22
13. Please describe in the base prospectus the interest rate or
rate
of return alternatives for the asset-backed security pursuant to
Item
1113(a)(3) of Regulation AB. For example, the base prospectus
should
contain interest rate information similar to that beginning on
page
S-20 of the prospectus supplement, including the indices on which
interest rates may be based.
Description of the Funding Agreements
General, page 34
14. We note your discussion about credit ratings on page 36.
Please
expand this disclosure to describe any arrangements to have the
ratings monitored while the securities are outstanding. Refer to
Item 1120 of Regulation AB.
Exhibits
15. Please note that we may have additional comments upon
reviewing
the exhibits.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact John Stickel at (202) 551-3324 or me at (202)
551-3454 if you have any questions.
Sincerely,
Sara D. Kalin
Branch Chief-Legal
cc: Via Facsimile (312) 853-7036
Perry J. Shwachman
Sidley Austin Brown & Wood LLP
10 South Deerborn Street
Chicago, IL 60603
Principal Life Insurance Company
December 15, 2005
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