exv4w11



 





Exhibit 4.11




CLOSING INSTRUMENT




     WHEREAS, the parties named herein desire to enter into certain Program Documents contained
herein, each such document dated as of this • day of • (the “Original Issue Date”), relating to the
issuance by Principal Life Income Fundings Trust • (the “Trust”) of Notes to investors under
Principal Life’s secured notes program;



     WHEREAS, the Trust is a trust organized under, and its activities will be governed by, the
provisions of the Trust Agreement as set forth in the omnibus instrument related to the Trust dated
as of the date of the Pricing Supplement (the “Omnibus Instrument”);



     WHEREAS, certain licensing arrangements between the Trust and Principal Financial Services,
Inc. will be governed pursuant to the provisions of the License Agreement, as set forth in the
Omnibus Instrument;



     WHEREAS, the Notes will be issued pursuant to the Indenture, as set forth in the Omnibus
Instrument (the “Indenture”);



     WHEREAS, the sale of the Notes will be governed by the Terms Agreement, as set forth in the
Omnibus Instrument;



     WHEREAS, certain custodial arrangements of the Funding Agreement and the Guarantee will be
governed pursuant to the provisions of the Custodial Agreement dated as of • by and among Bankers
Trust Company, N.A., acting as custodian (the “Custodian”), the Indenture Trustee and the Trustee,
on behalf of the Trust;



     WHEREAS, certain agreements relating to the Notes, the Funding Agreement and the Guarantee are
set forth in the Coordination Agreement, as set forth in the Omnibus Instrument.



     All capitalized terms used herein and not otherwise defined will have the meanings set forth
in the Indenture.



[Remainder of Page Intentionally Left Blank]




 









 





Part I

Instructions of the Trust




     As of the Original Issue Date, the Trust herewith delivers to the Indenture Trustee, or has
caused to be delivered to the Indenture Trustee, the Notes specified in the Pricing Supplement,
having the principal amount/face amount as set forth in the Omnibus Instrument.



     As of the Original Issue Date, the Trust hereby instructs the Indenture Trustee to take all
actions required to be taken with respect to the Notes under Section 2.05(e) of the Standard
Indenture Terms.



     As of the Original Issue Date, Principal Life and the Trust hereby direct the Indenture
Trustee to deposit the amount of $•, the Net Proceeds to the Trust (as specified in the Pricing
Supplement) in respect of the Notes to:



   Bank: Wells Fargo Bank, N.A.



   ABA #:



   Account #:



   Contract #: •



     As of the Original Issue Date, the Purchasing Agent(s) specified in the Pricing Supplement
hereby direct the Indenture Trustee to deliver the Notes as follows:



     [Purchasing Agent] DTC # •



     The Depository Trust Company



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Part II

Acknowledgment of Indenture Trustee Concerning the Notes




     The Indenture Trustee certifies, as of the Original Issue Date, the following:



     (a) The Indenture Trustee acknowledges receipt of the Notes; and



     (b) The Indenture Trustee (including in its capacity as Registrar) has taken all action
required to be taken with respect to the Notes under Section 2.05(e) of the Standard Indenture
Terms.



[Remainder of Page Intentionally Left Blank]




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Part III

Certificate Regarding Custody of the Funding Agreement and the Guarantee




     In connection with the issuance of the Funding Agreement and the Guarantee, the Assignment of
Funding Agreement and Guarantee (set forth in Part IV of this Closing Instrument), the Custodian
hereby represents that it has received delivery of the Funding Agreement and the Guarantee and is
holding the Funding Agreement and the Guarantee for the benefit of the Indenture Trustee and that
the Funding Agreement and the Guarantee are in the possession of the Custodian at the address
below:



     Bankers Trust Company, N.A.

     453 7th Street

     Des Moines, Iowa 50309-2728




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Part IV

Assignment of Funding Agreement and Guarantee




     Pursuant to the terms of the Indenture, the Trust hereby grants to the Indenture Trustee, for
the benefit of the Holders of the Notes, a first priority perfected security interest in, and
collaterally assigns to the Indenture Trustee, for the benefit of the Holders of the Notes, the
Trust’s right, title, benefits, remedies and interests in, to and under the Funding Agreement, the
Guarantee and the other Collateral described in the Indenture and all of its rights and privileges
with respect to the Collateral and all income and profits thereon, and all interest, dividends and
other payments and distributions with respect thereto, and all Proceeds of the foregoing.



     Each of the Trust, the Indenture Trustee, Principal Life and PFG hereby agrees that, in
furtherance of the collateral assignment described above, until such time as the Indenture Trustee
notifies the Trust, Principal Life and PFG that all obligations of the Trust pursuant or related to
the Notes have been paid or satisfied in full, the Indenture Trustee shall have and may exercise
the rights and remedies of an Agreement Holder (as defined in the Funding Agreement) under the
Funding Agreement and of the Trust under the Guarantee. Notwithstanding the foregoing (and whether
or not the foregoing notification is given) and Section 5 of the Funding Agreement (which Principal
Life acknowledges and agrees has been complied with) all obligations, representations and
warranties of an Agreement Holder under the Funding Agreement and of the Trust under the Guarantee
shall nevertheless remain obligations, representations and warranties of the Trust, as the case may
be, and shall not be obligations of the Indenture Trustee. Principal Life, PFG and the Trust
hereby agree that, until such time as the Indenture Trustee notifies the Trust, Principal Life and
PFG that all obligations of the Trust pursuant to or related to the Notes have been paid or
satisfied in full, Principal Life and PFG, as applicable, will comply with instructions originated
by the Indenture Trustee with respect to the Funding Agreement and the Guarantee, as applicable,
without further consent by the Trust.



     Principal Life and PFG hereby affirm that they have recorded the collateral assignment and
grant of the security interest on their books and records to reflect the same described above.
Principal Life and PFG each agree, as applicable, that it will comply with all orders of the
Indenture Trustee with respect to the Funding Agreement and the Guarantee, as applicable without
any further consent of the Trust. Each of Principal Life and PFG hereby confirms that it has
received all documents and instruments which it requires pursuant to the terms of the Funding
Agreement and Guarantee, as applicable, in connection with the collateral assignment and grant of
such security interest and/or rights of the Indenture Trustee hereunder.



     Each of Principal Life and PFG hereby also represents that it has not received any notice of
any adverse claim to the Funding Agreement or Guarantee, as applicable, other than the creation and
perfection of a security interest in the Funding Agreement and Guarantee, as applicable, and the
proceeds thereof as described herein.



     The collateral assignment and grant of the security interest and this instrument shall be
governed by, and shall be construed and enforced in accordance with, the laws of the State of New
York, without regard to conflicts of laws principles thereof, and shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and assigns.



     This instrument may not be amended, modified or waived without the consent of the Indenture
Trustee, the Trust, Principal Life and PFG.



     The Custodian hereby acknowledges the terms of this Assignment of Funding Agreement and
Guarantee.



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Part V

Acknowledgement of Funding Agreement and Guarantee Assignment




     Simultaneously herewith, Principal Life has issued the Funding Agreement to the Trust and PFG
has issued the Guarantee to the Trust. By this instrument, the receipt of which Principal Life and
PFG hereby acknowledge, the Trust has informed Principal Life and PFG that it has conveyed and
assigned (for security purposes) all of its right, title, benefits, remedies and interests in, to
and under the Funding Agreement and the Guarantee to the Indenture Trustee pursuant to the
Indenture.



     Principal Life and PFG hereby consent to the aforementioned assignment of the Funding
Agreement and the Guarantee, as applicable, with respect to the assignment thereof to the Indenture
Trustee under the Indenture. Principal Life and PFG affirm that they have changed their books and
records to reflect such assignment and agree to make payments in accordance with the terms of the
Funding Agreement and the Guarantee, as applicable, to the Indenture Trustee. Principal Life and
PFG also agree that all of the covenants made in the Funding Agreement and the Guarantee, as
applicable, are also for the benefit of the Indenture Trustee, and further agree that Principal
Life and PFG shall deliver to the Indenture Trustee duplicate original copies of all notices,
statements, communications and instruments delivered by Principal Life and PFG, as applicable, to
the Trust pursuant to the Funding Agreement and the Guarantee, as applicable.



     Principal Life and PFG agree to execute and deliver to the Trust and the Indenture Trustee
such documents and take such other action as the Trust and the Indenture Trustee may reasonably
request in order to ensure that the consent granted by Principal Life and PFG pursuant to the
preceding paragraph shall remain continuously effective until the termination of the Funding
Agreement and the Guarantee, as applicable. The consent contained in the preceding paragraph is
coupled with an interest and shall be irrevocable.



     This acknowledgment of collateral assignment and grant of security interest and this
instrument shall be governed by, and shall be construed and enforced in accordance with, the laws
of the State of New York, without regard to conflicts of laws principles thereof, and shall be
binding upon, and shall inure to the benefit of, the parties hereto and their respective successors
and assigns.



     This instrument may not be amended, modified or waived without the consent of the Indenture
Trustee, the Trust, Principal Life and PFG.



     The Custodian hereby acknowledges the terms of this Acknowledgment of Funding Agreement and
Guarantee Assignment.



[Remainder of Page Intentionally Left Blank]




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Part VI

Notice of Security Interest




     Pursuant to the Indenture, the Trust has collaterally assigned the Funding Agreement and
Guarantee to the Indenture Trustee pursuant to the Indenture.



     Notice is hereby given that the Indenture Trustee, on behalf of the Holders of the Notes, has
a security interest in the Collateral, including, but not limited to, any and all payments to be
made by Principal Life to the Trust pursuant to the Funding Agreement and any and all payments to
be made by PFG to the Trust pursuant to the Guarantee. Each of Principal Life and PFG, by
executing this instrument, hereby (x) consents to the security interest granted by the Trust, to
the Indenture Trustee in the payments under the Funding Agreement and Guarantee, as applicable, (y)
agrees to make all payments due under the Funding Agreement and Guarantee, as applicable, to the
Collection Account or any other account designated in writing to Principal Life or PFG, as
applicable, by the Indenture Trustee and (z) agrees to comply with all orders of the Indenture
Trustee with respect to the Funding Agreement and Guarantee, as applicable, without any further
consent from the Trust.



     This notice of security interest shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to conflicts of laws principles
thereof, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns.



     This instrument may not be amended, modified or waived without the consent of the Indenture
Trustee, the Trust, Principal Life and PFG.



     The Custodian hereby acknowledges the terms of this Notice of Security Interest.



[Remainder of Page Intentionally Left Blank]




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Part VII

Principal Life Officer’s Certificate




     The undersigned, an authorized officer of Principal Life, does hereby certify to each agent
that is a party to the Terms Agreement (as defined in the Omnibus Instrument) relating to the
Notes, in such capacity and on behalf of Principal Life, pursuant to the Distribution Agreement,
that:



     1. Since the respective dates as of which information is given in the Prospectus (as defined
in the Distribution Agreement), as of the date hereof, there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or business prospects
of Principal Life and its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business;



     2. The representations and warranties of Principal Life contained in the Distribution
Agreement are true and correct with the same force and effect as though expressly made at and as of
the date hereof;



     3. Principal Life has complied with all agreements and satisfied all conditions on its part to
be performed or satisfied at or prior to the date hereof; and



     4. No stop order suspending the effectiveness of the Registration Statement (as defined in the
Distribution Agreement) has been issued and no proceedings for that purpose have been instituted or
are pending or, to the best of such person’s knowledge, are threatened by the Commission (as
defined in the Distribution Agreement).



     5. Since the date of the Prospectus, there has occurred no event required to be set forth in
an amendment or supplement to the Registration Statement or Prospectus, and there has been no
document required to be filed under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the
1934 Act Regulations (all as defined in the Distribution Agreement) which, upon filing, would be
deemed to be incorporated by reference in the Prospectus which has not been so filed.



[Remainder of Page Intentionally Left Blank]




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Part VIII

PFG Officer’s Certificate




     The undersigned, an authorized officer of PFG, does hereby certify to each Purchasing Agent
that is a party to the Terms Agreement (as defined in the Omnibus Instrument) relating to the
Notes, in such capacity and on behalf of PFG, pursuant to the Distribution Agreement, that:



     1. Since the respective dates as of which information is given in the Prospectus (as defined
in the Distribution Agreement), as of the date hereof, there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or business prospects
of PFG and its subsidiaries considered as one enterprise, whether or not arising in the ordinary
course of business;



     2. The representations and warranties of PFG contained in the Distribution Agreement are true
and correct with the same force and effect as though expressly made at and as of the date hereof;



     3. PFG has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the date hereof; and



     4. No stop order suspending the effectiveness of the Registration Statement (as defined in the
Distribution Agreement) has been issued and no proceedings for that purpose have been instituted or
are pending or, to the best of such person’s knowledge, are threatened by the Commission (as
defined in the Distribution Agreement).



     5. Since the date of the Prospectus, there has occurred no event required to be set forth in
an amendment or supplement to the Registration Statement or Prospectus, and there has been no
document required to be filed under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the
1934 Act Regulations (all as defined in the Distribution Agreement) which, upon filing, would be
deemed to be incorporated by reference in the Prospectus which has not been so filed.



[Remainder of Page Intentionally Left Blank]




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Part IX

Trust Certificates




     A. Trust Certificate pursuant to the Distribution Agreement



     The Trust does hereby certify to each Purchasing Agent that is a party to the Terms Agreement
(as defined in the Omnibus Instrument) relating to the Notes, in such capacity and on behalf of the
Trust, pursuant to the Distribution Agreement and Terms Agreement, as applicable, that:



     1. Since the respective dates as of which information is given in the Prospectus (as defined
in the Distribution Agreement), as of the date hereof, there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or business prospects
of the Trust, whether or not arising in the ordinary course of business;



     2. The representations and warranties of the Trust contained in the Distribution Agreement are
true and correct with the same force and effect as though expressly made at and as of the date
hereof; and



     3. The Trust has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the date hereof.



     B. Trust Certificate pursuant to Section 314(c) of the Trust Indenture Act



     The undersigned, a Responsible Officer of the Trustee, on behalf of the Trust and pursuant to
Section 1.02 of the Standard Indenture Terms, does hereby certify to the Indenture Trustee as
follows:



     1. I am familiar with the Indenture and have read the covenants, conditions and definitions
contained therein related to the issuance, authentication and delivery of the Notes;



     2. As to the matters set forth herein, I either have personal knowledge thereof or have
obtained knowledge thereof from officers or employees of the Trust, Principal Life or PFG in whom I
have confidence and whose duties require them to have personal knowledge thereof. In my opinion, I
have made such examination and investigation as has been necessary to enable me to express an
informed opinion as to whether or not the covenants or conditions contained in the Indenture have
been complied with; and



     3. All conditions precedent provided for in the Indenture to the authentication and delivery
of the Notes have been complied with.



     It is expressly understood that: (i) this Certificate is executed by U.S. Bank Trust National
Association, not in its individual capacity but solely as Trustee of the Trust, in the exercise of
the power and authority conferred and vested in it as such Trustee and (ii) each of the
representations made herein by the Trustee are not personal representations, undertakings and
agreements of U.S. Bank Trust National Association, or its officers, but are binding solely on the
Trust.




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Part X

Principal Life Certification




     Principal Life certifies, as of the Original Issue Date, that the Principal Life Officer’s
Certificate, a copy of which is attached as Exhibit A to this Closing Instrument, is true
and correct and remains in full force and effect.



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Part XI

PFG Certification




     PFG certifies, as of the Original Issue Date, that the PFG Officer’s Certificate, a copy of
which is attached as Exhibit B to this Closing Instrument, is true and correct and remains
in full force and effect.



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Part XII

Indenture Trustee Certification




     The Indenture Trustee certifies, as of the Original Issue Date, that the Indenture Trustee
Officer’s Certificate, a copy of which is attached as Exhibit C to this Closing Instrument,
is true and correct and remains in full force and effect.



[Remainder of Page Intentionally Left Blank]




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Part XIII

Trustee Certification




     The Trustee certifies, as of the Original Issue Date, that the Trustee Officer’s Certificate,
a copy of which is attached as Exhibit D to this Closing Instrument, is true and correct
and remains in full force and effect.



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Part XIV




Purchasing Agent(s) Certification




     On the date hereof, the Trust will issue Notes in accordance with the terms of the
Distribution Agreement. Each Purchasing Agent hereby certifies to Principal Life, PFG and the
Trust as follows:



     (i) that such Purchasing Agent has anti-money laundering policies and procedures in place in
accordance with the requirements imposed by the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Pub.
L, 107-56, 115 Stat. 280 (October 26, 2001), or any rules or regulations promulgated thereunder,
and the Foreign Assets Control Regulations issued by the Office of Foreign Assets Control of the
United States Department of Treasury (31 CFR Part 500), in each case to the extent applicable to
such Purchasing Agent; and



     (ii) that such Purchasing Agent has implemented an anti-money laundering compliance program
pursuant to NASD Rule 3011, to the extent applicable to such Purchasing Agent.



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Part XV

Cross-Receipt




     The Trust hereby acknowledges receipt of the Net Proceeds to the Trust (as specified in the
Pricing Supplement) from the Indenture Trustee and herewith delivers to the Indenture Trustee, or
has caused to be delivered to the Indenture Trustee, the Notes, duly executed by the Trust pursuant
to the Indenture.



     The Trust hereby acknowledges receipt of funds for the Trust Beneficial Interest from or at
the direction of the Trust Beneficial Owner and has caused to be registered in the name of the
Trust Beneficial Owner the Trust Beneficial Interest pursuant to the Trust Agreement.



     Principal Life hereby acknowledges receipt of the Net Proceeds to the Trust and, for purposes
of the Funding Agreement, the receipt of the Net Proceeds to the Trust shall be deemed to be
receipt by Principal Life in full of the Net Deposit (as specified in the Funding Agreement).
Principal Life herewith delivers to the Indenture Trustee, or has caused to be delivered to the
Indenture Trustee, the Funding Agreement, duly executed by Principal Life.



     The Custodian, on behalf of the Indenture Trustee, hereby acknowledges receipt from Principal
Life of the Funding Agreement.



     The Custodian, on behalf of the Indenture Trustee, hereby acknowledges receipt from PFG of the
Guarantee.



     The Trust Beneficial Owner hereby acknowledges ownership of the Trust Beneficial Interest.



     PFG and the Indenture Trustee hereby acknowledge the terms of this Cross-Receipt.



[Remainder of Page Intentionally Left Blank]




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Part XVI

Miscellaneous and Execution Pages




     This Closing Instrument may be executed by each of the parties hereto in any number of
counterparts, and by each of the parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     Each signatory, by its execution hereof, does hereby become a party to each of the agreements
or instruments identified for such party as of the Original Issue Date.



     IN WITNESS WHEREOF, the undersigned have executed this Closing Instrument with respect to the
Trust, dated as of the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PRINCIPAL LIFE INSURANCE COMPANY (in executing
below agrees and becomes a party to (i) the
Instructions of the Trust set forth in Part I
herein, (ii) the Assignment of Funding Agreement
and Guarantee set forth in Part IV herein, (iii)
the Acknowledgement of Funding Agreement and
Guarantee Assignment set forth in Part V herein,
(iv) the Notice of Security Interest set forth
in Part VI herein, (v) the Principal Life
Certification set forth in Part X herein and
(vi) the Cross-Receipt set forth in Part XV
herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	PRINCIPAL FINANCIAL GROUP, INC. (in executing
below agrees and becomes a party to (i) the
Assignment of Funding Agreement and Guarantee
set forth in Part IV herein, (ii) the
Acknowledgement of Funding Agreement and
Guarantee Assignment set forth in Part V herein,
(iii) the Notice of Security Interest set forth
in Part VI herein, (iv) the PFG Certification
set forth in Part XI herein and (v) the Cross
Receipt set forth in Part XV herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





Closing Instrument Page 1 of 5





 









 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 THE PRINCIPAL LIFE INCOME FUNDINGS TRUST
DESIGNATED IN THIS CLOSING INSTRUMENT (in
executing below agrees and becomes party to
(i) the Instructions of the Trust set forth in
Part I herein, (ii) the Assignment of Funding
Agreement and Guarantee set forth in Part IV
herein, (iii) the Acknowledgement of Funding
Agreement and Guarantee Assignment set forth
in Part V herein, (iv) the Notice of Security
Interest set forth in Part VI herein, (v) the
Trust Certificate set forth in Part IX herein
and (vi) the Cross-Receipt set forth in Part
XV herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CITIBANK, N.A., in its capacity as Indenture
Trustee, Registrar, Transfer Agent, Paying Agent
and Calculation Agent (in executing below agrees
and becomes party to (i) the Instructions of the
Trust set forth in Part I herein, (ii) the
Acknowledgement of Indenture Trustee Concerning
the Notes set forth in Part II herein, (iii) the
Assignment of Funding Agreement and Guarantee
set forth in Part IV herein, (iv) the
Acknowledgement of Funding Agreement and
Guarantee Assignment set forth in Part V herein,
(v) the Notice of Security Interest set forth in
Part VI herein, (vi) the Indenture Trustee
Certification set forth in Part XII herein and
(vii) the Cross Receipt set forth in Part XV
herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





Closing Instrument Page 2 of 5





 









 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 U.S. BANK TRUST NATIONAL ASSOCIATION, in
its capacity as Trustee (in executing below
agrees and becomes a party to the Trustee
Certification set forth in Part XIII herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	GSS HOLDINGS II, INC., in its capacity as Trust
Beneficial Owner (in executing below agrees and
becomes a party to the Cross-Receipt set forth
in Part XV herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	BANKERS TRUST COMPANY, N.A., in its capacity as
custodian (in executing below agrees and becomes
a party to (i) the Certificate Regarding Custody
of the Funding Agreement and the Guarantee set
forth in Part III herein, (ii) the Assignment of
Funding Agreement and Guarantee set forth in
Part IV herein, (iii) the Acknowledgment of
Funding Agreement and Guarantee Assignment set
forth in Part V herein, (iv) the Notice of
Security Interest set forth in Part VI herein
and (v) the Cross Receipt set forth in Part XV
herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





Closing Instrument Page 3 of 5





 









 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	[Name], in his/her capacity as an
authorized officer of Principal Life (in
executing below agrees and becomes a party to
the Principal Life Officer’s Certificate set
forth in Part VII herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	[Name], in his/her capacity as an authorized
officer of PFG (in executing below agrees and
becomes a party to the PFG Officer’s Certificate
set forth in Part VIII herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





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	 	 	By:	 	 [Purchasing Agent]


(in executing below agrees and becomes a
party to (i) the Instructions of the Trust set
forth in Part I herein and (ii) the Purchasing
Agent Certification set forth in Part XIV
herein)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






Closing Instrument Page 5 of 5