[Federal Register Volume 81, Number 55 (Tuesday, March 22, 2016)]
[Notices]
[Pages 15384-15387]
[FR Doc No: 2016-06410]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32029; File No. 812-14600]

Principal Life Insurance Company, et al., Notice of Application

March 17, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order approving the substitution
of certain securities pursuant to Section 26(c) of the Investment
Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

    Applicants: Principal Life Insurance Company (``PLIC'') and
Principal Life Insurance Company Separate Account B (``Separate
Account'') (together, the ``Applicants'').
SUMMARY: Summary of Application: Applicants seek an order pursuant to
Section 26(c) of the Act approving the substitution of shares of
Fidelity Variable Insurance Products Fund V Government Money Market
Portfolio (the ``Replacement Fund'') for shares of Principal Variable
Contracts Funds, Inc. Money Market Account (the ``Existing Fund'') held
by the Separate Account to support variable annuity contracts (each, a
``Contract'' and collectively, the ``Contracts'') issued by PLIC.

DATES: Filing Dates: The application was filed on January 14, 2016 and
amended on February 29, 2016, March 7, 2016, and March 14, 2016.
    Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on April 7, 2016, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to Rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a

hearing may request notification by writing to the Commission's
Secretary.

ADDRESSES: Brent J. Fields, Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants:
Doug Hodgson, Principal Life Insurance Company, The Principal Financial
Group, Des Moines, Iowa 50392-0300.

FOR FURTHER INFORMATION CONTACT: Rochelle Kauffman Plesset, Senior
Counsel, at<PHONE_NUMBER>, or Nadya Roytblat, Assistant Chief Counsel
at<PHONE_NUMBER> (Division of Investment Management, Chief Counsel's
Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.

Applicants' Representations

    1. PLIC is a stock life insurance company incorporated under the
laws of the state of Iowa. PLIC is authorized to transact life
insurance business in all states of the United States and the District
of Columbia. PLIC is a wholly-owned indirect subsidiary of Principal
Financial Group, Inc. PLIC is the depositor and sponsor, as those terms
have been interpreted by the Commission with respect to variable
annuity separate accounts, of the Separate Account. PLIC established
the Separate Account as a separate account under Iowa law on January
12, 1970.
    2. The Separate Account is a ``separate account'' as defined in
Rule 0-1(e) under the Act and is registered as a unit investment trust
under the Act. Under Iowa law, PLIC owns the assets of the Separate
Account attributable to the Contracts through which interests in the
Separate Account are issued, but those assets are held separately from
all other assets of PLIC for the benefit of the owners of the Contracts
and the persons entitled to payment under the Contracts. Consequently,
the assets in the Separate Account are not chargeable with liabilities
arising out of any other business that PLIC may conduct.
    3. The Separate Account is divided into subaccounts. Each
subaccount invests exclusively in shares of a corresponding underlying
registered open-end management investment company. The Separate Account
supports the Contracts and interests in the Separate Account offered
through such Contracts have been registered under the Securities Act of
1933 on Form N-4. The application sets forth the registration file
numbers for the Contracts under the Separate Account.
    4. The Contracts are either individual flexible premium deferred
variable annuity contracts (``Retail Contracts'') or group variable
annuity contracts for employer-sponsored qualified and non-qualified
retirement plans (``Group Contracts''). The Retail Contracts are:
Principal Freedom Variable Annuity, Principal Investment Plus Variable
Annuity, Principal Variable Annuity (Flexible Variable Annuity),
Principal Variable Annuity (Flexible Variable Annuity with Purchase
Payment Credit), Principal Freedom 2 Variable Annuity, Principal
Lifetime Income Solutions, Principal Investment Plus Variable Annuity,
and Principal Pivot Series Variable Annuity (``Pivot''). The Group
Contracts are: Premier Variable Annuity Contract, Personal Variable
Annuity Contract and Pension Builder Plus-Group Variable Annuity
Contract.
    5. Pursuant to the Contracts, Retail Contract owners and Group
Contracts plan participants (together referred to as ``Contract
Owners'') may select among several variable account investment options.
Applicants state that, as disclosed in the prospectuses for the
Contracts, PLIC reserves the right, subject to Commission approval and
compliance with applicable law, to substitute shares of another
registered open-end management investment company for shares of a
registered open-end management investment company held by a subaccount
of a Separate Account.
    6. Principal Variable Contracts Funds, Inc. (``PVC'') is organized
as a Maryland corporation and is registered as an open-end management
investment company under the Act. PVC currently offers 37 series,
including the Existing Fund. Principal Management Corporation,
(``PMC''), an investment adviser registered under the Investment
Advisers Act of 1940 (the ``Advisers Act''), provides investment
advisory services and certain corporate administrative services to PVC
and the Existing Fund. Principal Global Investors, an affiliate of PMC,
is the sub-adviser for the Existing Fund and has day-to-day
responsibility for selecting investments for the Existing Fund. The
Existing Fund serves as the only underlying money market investment
option for all Group Contracts. The Existing Fund also served as the
only underlying money market investment option for all Retail Contracts
until the addition of the Replacement Fund effective on February 6,
2016.
    7. Fidelity Variable Insurance Products Fund V (``Fidelity VIP Fund
V'') was created under a declaration of trust under Massachusetts law
and is registered as an open-end management investment company under
the Act. Fidelity VIP Fund V currently offers 32 series, including the
Replacement Fund. Fidelity Management & Research Company (``FMR''), an
investment adviser registered under the Advisers Act, serves as the
investment adviser of the Replacement Fund, with overall responsibility
for directing portfolio investments and handling Fidelity VIP Fund V's
business affairs. Fidelity Investments Money Management, Inc.
(``FIMM'') and other affiliates of FMR serve as sub-advisers to the
Replacement Fund, with FIMM having day-to-day responsibility of
choosing investments for the Replacement Fund. Effective December 1,
2015, the fundamental concentration policy of the Replacement Fund was
modified in such a manner as to enable it to operate as a government
money market fund. None of Fidelity VIP Fund V, FMR, FIMM, and other
affiliates of FMR are affiliated persons (or affiliated persons of
affiliated persons) of the Applicants or PVC.
    8. With the exception of Pivot, Applicants propose to substitute
Initial Class Shares of the Replacement Fund for Class 1 Shares of the
Existing Fund. With respect to Pivot, Applicants propose to substitute
Service Class 2 Shares of the Replacement Fund for Class 2 Shares of
the Existing Fund (together, the ``Substitutions'').
    9. Applicants represent that the Replacement Fund is an appropriate
alternative for Contract Owners. Applicants state that the Replacement
Fund and the Existing Fund each has an investment objective to seek
current income as is consistent with preservation of capital and
liquidity. In addition, while the principal investment strategies of
the Replacement Fund may differ from those of the Existing Fund, the
goal of each is to maintain a net asset value of $1.00 per share.
Applicants note that although the risk profiles of the Replacement Fund
and the Existing Fund differ, applicants believe that the Replacement
Fund entails less investment risk than the Existing Fund. Additional
information about the Existing Fund and the Replacement Fund, including
investment objectives, principal investment strategies, principal risks
and performance history, can be found in the application.
    10. Applicants represent that the Substitutions will result in a
decrease in overall expenses, which benefits the Contract Owners. The
application sets forth the fees and expenses of the

appropropriate class of the Existing Fund with the corresponding class
of the Replacement Fund in greater detail.
    11. Applicants state that the board of directors of PVC voted to
terminate the Existing Fund and liquidate its assets effective April 8,
2016. In light of the impending liquidation and the importance of
offering a money market fund investment option for the Contracts, the
applicants determined that the Substitutions are necessary and in the
best interests of Contract owners.
    12. Applicants represent that the Substitutions and the selection
of the Replacement Fund were not motivated by any financial
consideration paid or to be paid to PLIC or to its affiliates by the
Replacement Fund, its adviser or underwriter, or their affiliates.
    13. Applicants state that as of the effective date of the
Substitution, April 8, 2016 (``Substitution Date''), shares of the
Existing Fund will be redeemed for cash. PLIC, on behalf of the
Existing Fund subaccount of the Separate Account, will simultaneously
place a redemption request with the Existing Fund and a purchase order
with the Replacement Fund so that the purchase of Replacement Fund
shares will be for the exact amount of the redemption proceeds. Thus,
Contract values will remain fully invested at all times. The proceeds
of such redemptions will then be used to purchase the appropriate
number of shares of the Replacement Fund.
    14. The Substitutions will take place at relative net asset value
(in accordance with Rule 22c-1 under the Act) with no change in the
amount of the contract value, cash value, accumulation value, account
value or death benefit or in dollar value of the investment in the
Separate Account. PLIC or its affiliates will pay all expenses and
transaction costs of the Substitutions, including legal and accounting
expenses, any applicable brokerage expenses and other fees and
expenses.
    15. The rights or obligations of PLIC under the Contracts of those
Contract Owners with interests in the subaccount of the Existing Fund
(``Affected Contract Owners'') will not be altered in any way. The
Substitutions will in no way alter the tax treatment of Affected
Contract Owners in connection with their Contracts, and no tax
liability will arise for Affected Contract Owners as a result of the
Substitutions. The Substitutions also will not adversely affect any
riders under the Contracts. To the extent a Contract offers living
benefits, death benefits, or other guarantees, the value of any such
guarantee will not materially decrease directly or indirectly as a
result of the Substitution.
    16. Affected Contract Owners will be permitted to make at least one
transfer of Contract value from the subaccount investing in the
Existing Fund (before the Substitution Date) or the Replacement Fund
(after the Substitution Date) to any other available investment option
under the Contract without charge for a period beginning at least 30
days before the Substitution Date through at least 30 days following
the Substitution Date. Except as described in any market timing/short-
term trading provisions of the relevant prospectus, PLIC will not
exercise any right it may have under the Contracts to impose
restrictions on transfers between the subaccounts under the Contracts,
including limitations on the future number of transfers, for a period
beginning at least 30 days before the Substitution Date through at
least 30 days following the Substitution Date.
    17. All Group Contract Owners were notified of this application by
means of a supplement to the Contract prospectuses dated March 7, 2016.
All Retail Contract Owners were notified of the intent to file this
application by means of a supplement to the Contract prospectuses dated
December 11, 2015. Among other information regarding the Substitutions,
the supplement informed Affected Contract Owners of the right to
transfer Contract value from the subaccount investing in the Existing
Fund (before the Substitution Date) or the Replacement Fund (after the
Substitution Date) to any other available investment option under the
Contract without charge. Additionally, a prospectus for the Replacement
Fund was included with the supplement.
    18. On March 9, 2016 (30 days before the Substitution Date)
Affected Contract Owners were provided a ``Pre-Substitution Notice,''
setting forth: (a) The intended substitution of the Existing Fund with
the Replacement Fund; (b) the intended Substitution Date (subject to
approval and order by the Commission); and (c) information with respect
to transfers. In addition, PLIC delivered a prospectus for the
Replacement Fund with the Pre-Substitution Notice.
    19. PLIC will deliver to each Affected Contract Owner within five
(5) business days of the Substitution Date, a written confirmation,
which will include a confirmation that the Substitutions were carried
out as previously notified, a restatement of the information set forth
in the Pre-Substitution Notice, and before and after account values.
    20. Applicants will not receive for three years from the
Substitution Date, any direct or indirect benefits from the Replacement
Fund, its adviser or underwriter (or their affiliates), in connection
with assets attributable to Contracts affected by the proposed
Substitutions, at a higher rate than they had received from the
Existing Fund, its adviser or underwriter (or their affiliates),
including, without limitation, 12b-1 fees, shareholder service,
administrative or other service fees, revenue sharing, or other
arrangements.

Legal Analysis

    1. Applicants request that the Commission issue an order pursuant
to Section 26(c) of the Act approving the proposed Substitutions.
Section 26(c) of the Act requires the depositor of a registered unit
investment trust holding securities of a single issuer to receive
Commission approval before substituting the securities held by the
trust. Section 26(c) provides that such approval shall be granted by
order of the Commission if the evidence establishes that the
substitution is consistent with the protection of investors and the
purposes of the Act.
    2. Applicants submit that the Substitutions meet the standards set
forth in Section 26(c) and that, if implemented, the Substitutions
would not raise any of the concerns underlying that provision.
Applicants represent that the Substitutions will provide Contract
Owners with a comparable investment vehicle which will not circumvent
Contract Owner-initiated decisions and PLIC's obligations under the
Contracts, and will enable Contract Owners to continue to use the full
range of applicable Contract features as they use today. Applicants
further state that the Replacement Fund and the Existing Fund have
essentially the same investment objectives, the Replacement Fund
entails less investment risk than the Existing Fund, and the
Substitutions will result in a decrease in overall expenses, thereby
benefiting Contract Owners.
    3. Applicants state that, as disclosed in the prospectuses for the
Contract, PLIC reserves the right, subject to Commission approval, to
substitute shares of another registered open-end management investment
company for shares of an open-end management investment company held by
a subaccount of a Separate Account. Applicants determined that the
Substitutions are necessary and in the best interests of Contract
Owners in light of the impending liquidation of the Existing Fund and
the importance of offering a money market fund investment option for
the Contracts.

    4. Applicants also assert that the Substitutions do not entail any
of the abuses that Section 26(c) was designed to prevent. Each Affected
Contract Owner has been advised of his right, any time prior to the
Substitution Date, and for at least 30 days after the Substitution
Date, to reallocate account value under the affected Contract without
any cost or limitation, or otherwise withdraw or terminate his interest
in accordance with the terms and conditions of his Contract.
Furthermore, Contract Owners will not incur any additional tax
liability or any additional fees or expenses as a result of the
Substitutions.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. The Substitutions will not be effected unless the Applicants
determine that: (a) The Contracts allow the substitution of shares of
registered open-end investment companies in the manner contemplated by
the application; (b) the Substitutions can be consummated as described
in the application under applicable insurance laws; and (c) any
regulatory requirements in each jurisdiction where the Contracts are
qualified for sale have been complied with to the extent necessary to
complete the proposed Substitutions.
    2. Applicants or their affiliates will pay all expenses and
transaction costs of the proposed Substitutions, including legal and
accounting expenses, any applicable brokerage expenses and other fees
and expenses. No fees or charges will be assessed to the Affected
Contract Owners to effect the proposed Substitutions.
    3. The Substitutions will be effected at the relative net asset
values of the respective shares in conformity with Section 22(c) of the
Act and Rule 22c-1 thereunder without the imposition of any transfer or
similar charges by Applicants. The Substitutions will be effected
without change in the amount or value of any Contracts held by Affected
Contract Owners.
    4. The Substitutions will in no way alter the tax treatment of
Affected Contract Owners in connection with their Contracts, and no tax
liability will arise for Affected Contract Owners as a result of the
proposed Substitutions.
    5. The rights or obligations of the PLIC under the Contracts of
Affected Contract Owners will not be altered in any way. The
Substitutions will not adversely affect any riders under the Contracts.
    6. Affected Contract Owners will be permitted to make at least one
transfer of Contract value from the subaccount investing in the
Existing Fund (before the Substitution Date) or the Replacement Fund
(after the Substitution Date) to any other available investment option
under the Contract without charge for a period beginning at least 30
days before the Substitution Date through at least 30 days following
the Substitution Date. Except as described in any market timing/short-
term trading provisions of the relevant prospectus, PLIC will not
exercise any right they may have under the Contracts to impose
restrictions on transfers between the subaccounts under the Contracts,
including limitations on the future number of transfers, for a period
beginning at least 30 days before the Substitution Date through at
least 30 days following the Substitution Date.
    7. All Affected Contract Owners will be notified, at least 30 days
before the Substitution Date about: (a) The intended substitution of
the Existing Fund with the Replacement Fund; (b) the intended
Substitution Date; and (c) information with respect to transfers as set
forth in Condition 6 above. In addition, the Applicants will deliver to
all Affected Contract Owners, at least 30 days before the Substitution
Date, a prospectus for the Replacement Fund.
    8. Applicants will deliver to each Affected Contract Owner within
five (5) business days of the Substitution Date a written confirmation
which will include: (a) A confirmation that the proposed Substitutions
were carried out as previously notified; (b) a restatement of the
information set forth in the Pre-Substitution Notice; and (c) before
and after account values.
    9. Applicants will not receive, for three years from the
Substitution Date, any direct or indirect benefits from the Replacement
Fund, its adviser or underwriter (or their affiliates), in connection
with assets attributable to Contracts affected by the Substitutions, at
a higher rate than they had received from the Existing Fund, its
adviser or underwriter (or their affiliates), including without
limitation 12b-1 fees, shareholder service, administrative or other
service fees, revenue sharing, or other arrangements.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-06410 Filed 3-21-16; 8:45 am]
 BILLING CODE 8011-01-P