5864 Federal Register / Vol. 62, No. 26 / Friday, February 7, 1997 / Notices

Intergovernmental and Interagency

Affairs. Effective December 13, 1996.

Department of Health and Human

Services

Special Assistant to the Deputy

Assistant Secretary for Planning and

Evaluation (Human Services Policy).

Effective December 5, 1996.

Department of Housing and Urban

Development

Special Assistant to the Assistant

Secretary for Community Planning and

Development. Effective December 6,

1996.

Department of the Interior

Special Assistant to the Director,

National Park Service. Effective

December 5, 1996.

Special Assistant to the Deputy

Director, Bureau of Land Management.

Effective December 13, 1996.

Department of Justice

Special Assistant to the Assistant

Attorney General, Criminal Division.

Effective December 9, 1996.

Department of Labor

Special Assistant to the Assistant

Secretary for Public Affairs. Effective

December 18, 1996.

Department of State

Legislative Management Officer to the

Deputy Assistant Secretary, Bureau of

Legislative Affairs. Effective December

2, 1996.

Legislative Management Officer to the

Deputy Assistant Secretary, Bureau of

Legislative Affairs. Effective December

2, 1996.

Department of the Treasury

Director, Scheduling and Advance to

the Chief of Staff. Effective December

11, 1996.

Federal Labor Relations Authority

Director of External Affairs/Special

Projects to the Chair, Federal Labor

Relations Board. Effective December 20,

1996.

General Services Administration

Special Assistant to the Regional

Administrator, Region 10, Auburn,

Washington. Effective December 16,

1996.

Special Assistant to the Associate

Administrator for Congressional and

Intergovernmental Affairs. Effective

December 20, 1996.

Office of National Drug Control Policy

Writer-Editor to the Director, Office of

National Drug Control Policy. Effective

December 11, 1996.

Executive Assistant to the Chief of

Staff. Effective December 13, 1996.

Office of the United States Trade

Representative

Congressional Affairs Specialist to the

Assistant U.S. Trade Representative for

Congressional Affairs. Effective

December 11, 1996.

Securities and Exchange Commission

Special Assistant to the Chairman.

Effective December 20, 1996.

Small Business Administration

Special Assistant to the

Administrator, Office of Human

Resources. Effective December 2, 1996.

U.S. International Trade Commission

Attorney-Advisor (General) to the

Chairman. Effective December 20, 1996.

United States Information Agency

Special Assistant to the Chief of Staff,

Office of the Director. Effective

December 5, 1996.

Authority: 5 U.S.C. 3301 and 3302; E.O.

10577, 3 CFR 1954–1958 Comp., P. 218.

Office of Personnel Management.

James B. King,

Director.

[FR Doc. 97–2982 Filed 2–6–97; 8:45 am]

BILLING CODE 6325–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26658]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

January 31, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

February 24, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, and serve a

copy on the relevant applicant(s) and/or

declarant)s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Entergy Corporation, et al. (70–8105)

Entergy Corporation, 639 Loyola

Avenue, New Orleans, Louisiana 70113

(‘‘Entergy’’), a registered holding

company, and its nonutility subsidiary

company, Entergy Enterprises, Inc.

(‘‘Enterprises’’), Three Financial Center,

900 S. Shackleford Road, Suite 210,

Little Rock, Arkansas 72211

(‘‘Enterprises’’) (together, ‘‘Applicants’’),

have filed a post-effective amendment to

their application-declaration under

sections 6(a), 7, 9(a), 10, 12(b) and 13(b)

of the Act and rules 45, 52, 54, 87, 90,

and 91 thereunder.

By prior Commission order, dated

July 8, 1993 (HCAR No. 25848) (‘‘1993

Order’’), Enterprises was authorized by

the Commission to: (1) Conduct

preliminary development activities with

respect to potential investments by

Entergy in various energy, energy

related and other nonutility businesses;

(2) provide consulting services

(‘‘Consulting Services’’) to nonassociate

companies, using the expertise and

resources of the Entergy system

companies; and (3) provide management

and administrative support services

(‘‘Administrative Services’’) to associate

companies engaged in certain energy,

energy related and other nonutility

businesses, exclusive of associate

companies which are ‘‘exempt

wholesale generators’’ (‘‘EWGs’’) or

foreign utility companies (‘‘FUCOs’’)

under sections 32 and 33, respectively,

of the Act. In addition, the 1993 Order

authorized Enterprises to receive certain

administrative and other support

services for the system utility operating

companies (‘‘Operating Companies’’)

and Entergy’s service company

subsidiary, Entergy Services, Inc., in

support of its ongoing business

activities.

Pursuant to a subsequent Commission

order, dated June 30, 1995 (HCAR No.

26322) (‘‘1995 Order’’), Enterprises’

business authorization was expanded to

include the following additional

activities: (1) The provision of

Consulting Services to associate

companies, including EWGs, FUCOs,

and qualifying facilities (‘‘QFs’’) under
Federal Register / Vol. 62, No. 26 / Friday, February 7, 1997 / Notices 5865

1Enterprises is authorized to render such O&M

Services using its own work force and the personnel

and resources of the Excepted Companies obtained

pursuant to service agreements. Subject to receipt

of requisite Commission approval, the Excepted

Companies would be reimbursed for the fully

allocated cost of any services, including

administrative and other services, as well as O&M

Services, provided to Enterprises or any O&M Sub,

plus 5%.

2The other subsidiaries, EUA Cogenex

Corporation (‘‘Cogenex’’), EUA Ocean State

Corporation (‘‘Ocean State’’), EUA Service

Corporation (‘‘ESC’’), EUA Energy Investment

Corporation (‘‘EEIC’’) and EUA Energy Services,

Inc. (‘‘EUA Energy’’) (collectively, ‘‘Affiliates’’),

intend to finance authorized activities through the

Facility. The Affiliates have not joined the

Declaration as parties, however, because such

financing is exempt from prior approval pursuant

to rules 45 and 52.

the Public Utility Regulatory Policies

Act of 1978, as amended, excluding the

Operating Companies, ESI and such

other existing or new subsidiaries as

Entergy may create, whose activities and

operations are primarily related to the

domestic sale of electric energy at retail

or at wholesale to affiliates or who

provide goods and services to such

companies (collectively, ‘‘Excepted

Companies’’); (2) the provision of

operations and management services

(‘‘O&M Services’’), directly or indirectly

through newly established subsidiaries

(‘‘O&M Subs’’) of Entergy or Enterprises,

to developers, owners and operators of

domestic and foreign power projects,

including power projects that

Enterprises may develop on its own or

in collaboration with third parties, and

to other associate companies, exclusive

of the Excepted Companies 1; (3) the

licensing or other marketing to

nonassociatate companies of intellectual

property, including software and other

products, acquired or developed by

Entergy system companies; and (4) the

provision of Administrative Services to

all of Enterprises’ associate companies,

exclusive of the Excepted Companies,

including associate EWGs and FUCOs.

Enterprises is also authorized under

the 1995 Order to provide Consulting

Services and O&M Services to its

associated companies, excluding the

Excepted Companies, at fair market

prices, under an exemption pursuant to

section 13(b) of the Act from the

requirements of rules 90 and 91, subject

to certain limitations with respect to the

provision of services to associate power

projects. The 1995 Order further

approves certain financing transactions

involving Entergy and Enterprises.

Specifically, Entergy is authorized to

provide additional financing for the

activities of Enterprises, including the

issuance of guarantees on behalf of

Enterprises, and Entergy and Enterprises

are authorized to organize and fund

O&M Subs and to issue guarantees on

behalf of an O&M Sub or other associate

companies, other than the Excepted

Companies, from time-to-time through

December 31, 1997, provided that the

aggregate amount of such investments

and guarantees does not exceed $350

million at any one time outstanding.

Enterprises seeks authorization to

engage in the previously authorized

business activities and related associate

and financing transactions, either

directly or indirectly, through one or

more new direct or indirect subsidiaries

(collectively, ‘‘Enterprises Subs’’). The

Applicants further seek authorization to

make investments in such Enterprises

Subs from time-to-time through

December 31, 1997 in the form of

common stock purchases, capital

contributions, open account advances,

loans, conversions of loans to capital

contributions and guarantees of

indebtedness or other obligations. To

the extent that such transactions are not

exempt under the Act, the aggregate

amount of such investments, including

guarantees, in or on behalf of such

Enterprises Subs, when added to: (1)

Any investments made by Enterprises

Subs in O&M Subs or any guarantees

issued by such Enterprises Subs on

behalf of O&M Subs or other associate

companies, other than the Excepted

Companies; and (2) any investments,

including guarantees, authorized to be

made or issued by Entergy or

Enterprises under the 1995 Order, will

not exceed the $350 million investment

limitation set forth in the 1995 Order.

Eastern Utilities Associates, et al. (70–

8955)

Eastern Utilities Associates (‘‘EUA’’),

P.O. Box 2333, Boston, Massachusetts

02107, a registered holding company,

and its subsidiaries, Blackstone Valley

Electric Company (‘‘Blackstone’’),

Washington Highway, Lincoln, Rhode

Island 02865, Eastern Edison Company

(‘‘Eastern’’), 110 Mulberry Street,

Brockton, Massachusetts 02403,

Montaup Electric Company

(‘‘Montaup’’), P.O. Box 2333, Boston,

Massachusetts 02107, and Newport

Electric Corporation (‘‘Newport’’), 12

Turner Road, Middleton, Rhode Island

02840 (collectively, ‘‘Declarants’’) have

filed a declaration (‘‘Declaration’’) under

sections 6(a), 7 and 12(b) of the Act and

rule 54 thereunder.

Declarants propose to enter into a

revolving credit facility (‘‘Facility’’)

from which they and certain other EUA

subsidiaries will be permitted to borrow

from time to time, from one or more

commercial banks or other lending

institutions (‘‘Lenders’’) up to $150

million in the aggregate through a

period ending five years after the

closing date of the agreement.2

Borrowings may take the form of: (i)

Borrowings from all Lenders under the

Facility on a pro rata basis (‘‘Pro Rata

Borrowings’’); (ii) borrowings of at least

$100,000 each and up to $20 million in

the aggregate (‘‘Swing Line

Borrowings’’) from a particular Lender

(‘‘Swing Line Lender’’); and (iii) shortterm borrowings for a period from seven

days to 180 days from Lenders on a

competitive bid basis (‘‘Competitive Bid

Borrowings’’). All borrowings under the

Facility will be unsecured and will be

evidenced by promissory notes.

The following Declarants and

Affiliates will have the following

respective maximum borrowing limits

under the Facility: Blackstone, $20

million; Newport, $25 million; Eastern,

$75 million; Montaup, $20 million;

Cogenex, $75 million; Ocean State, $10

million; ESC, $10 million; and EUA, $75

million. Access to the Facility will be

limited for a Declarant or an Affiliate

other than Cogenex if such Declarant or

Affiliate reduces its operating income by

more than 20% as a result of selling an

income-generating asset, and will be

eliminated for a Declarant or an Affiliate

other than Cogenex if such Declarant or

Affiliate reduces its operating income by

more than 50% as a result of selling an

income-generating asset.

Declarants state it has become

necessary for EUA to guaranty the short

term borrowings of Cogenex until such

time as Cogenex satisfies certain

performance criteria; upon Cogenex’s

satisfaction of such performance

criteria, such guaranty by EUA shall be

released. Consequently, EUA proposes

to guaranty up to $75 million of

Cogenex’s borrowings under the

Facility.

EUA states that, for the funding of

short-term loans to Cogenex, EUA shall

limit its borrowings under the Facility

up to $25 million in the aggregate, the

amount currently authorized in an order

dated April 5, 1995 (HCAR No. 26266)

(‘‘Cogenex Order’’). The terms and

conditions of any loans made to

Cogenex would be the same as the terms

and conditions under the Facility. EUA

further agrees that with the exception of

the borrowings described in the first

sentence of this paragraph (i.e., up to

$25 million in the aggregate), EUA

would not use any of its proposed

borrowings under the facility to invest

in Cogenex.

Declarants will pay interest on any

Pro Rata Borrowings, at the borrower’s

election, at a rate which is: (i) The

greater of the Bank of New York’s prime
5866 Federal Register / Vol. 62, No. 26 / Friday, February 7, 1997 / Notices

commercial lending rate or the federal

funds rate plus 1⁄2% (‘‘Alternative Base

Rate’’); or (ii) the London Interbank

Offering Rate (‘‘LIBOR’’) for the

applicable interest period, plus a margin

of at least 0.15% and up to 0.45%,

which margin rate shall be based upon

the then current bond ratings of

Eastern’s first mortgage bonds (‘‘LIBOR

Rate’’).

Declarants will pay interest on any

Swing Line Borrowings at a rate or rates

to be determined by the borrower and

the Swing Line Lender. Swing Line

Borrowings in excess of $2.5 million in

the aggregate could be converted, at the

borrower’s option, to Competitive Bid

Borrowings or Pro Rata Borrowings.

Swing Line Borrowings in excess of $20

million in the aggregate will be

converted to Pro Rata Borrowings which

would initially bear interest at the

Alternate Base Rate. Upon the

occurrence of an event of default by the

borrower, or at the request of the Swing

Line Lender, all outstanding Swing Line

Borrowings could be replaced by and

refinanced using the proceeds from Pro

Rata Borrowings.

Declarants will pay interest on any

Competitive Bid Borrowings at a rate or

rates determined by competitive bid

auction or auctions among the Lenders.

If a Declarant so elects, the competitive

bid auction agency will notify all of the

Lenders of the requested loan amount,

the date the loan will begin and the

interest period for such loan, and will

request that each Lender provide a

quote for such loan. The Declarant may

then choose to accept or reject any

quotes it receives.

Interest calculations would be made

on the basis of a 360-day year for the

actual number of days elapsed except

with respect to interest accruing at the

Bank of New York’s prime commercial

lending rate, in which case interest

would be calculated on the basis of a

365 or 366 day year for the actual

number of days elapsed.

Any payment of principal and/or

interest which is not paid when due

would bear interest, to the extent

permitted under applicable law, at a rate

per annum equal to the interest rate

otherwise applicable plus two percent.

Declarants will pay to the

administrative agent for the Facility, for

the pro rate account of the Lenders, an

annual facility fee to be based upon the

average daily amount of the Facility

regardless of usage. The fee to be paid

by the Declarants will be at least 0.10%

and up to 0.30% of the average daily

amount of the Facility, such percentage

to be determined in accordance with the

then current bond ratings of Eastern’s

first mortgage bonds. The administrative

agent under the facility will be a

commercial bank, initially the Bank of

New York, which will be paid a onetime agency fee of $50,000. An

administrative fee of $7,500 will be paid

to the administrative agent at closing

and on each subsequent anniversary of

the closing during the term of the

Facility. additionally, with respect to

Competitive Bid Borrowings only, in the

event that one or more Declarants

request(s) a competitive bid, such

Declarant(s) collectively will pay a $200

fee to the administrative agent kin

connection with such request.

Borrowings under the Facility will

replace borrowings authorized by the

Commission pursuant to order dated

December 19, 1995 (HCAR Nos. 26433)

(which authorized short-term financing

for Eastern, Montaup, Blackstone,

Newport, ESC, and Ocean State). Upon

issuance of an order authorizing the

transactions proposed in the instant

Declaration, the authorization granted

pursuant to HCAR No. 26433 (Dec. 19,

1995) will be replaced in its entirety and

will cease to have effect. In addition, as

a result of replacing EUA’s ‘‘regular

bank lines of credit,’’ the Facility will

become the source of borrowings by

EUA: (I) For the financing of EEIC and

borrowings authorized pursuant to

HCAR Nos. 24515, 24515A and 26028

(Dec. 4, 1987, as amended Jan. 11, 1988,

Apr. 15, 1994, respectively); (ii)

authorized in connection with

investments by EUA in EUA Energy,

authorized HCAR No. 26493 (Mar. 14,

1996), as subsequently amended; and

(iii) for the financing of Cogenex

authorized pursuant to the Cogenex

Order. The Commission orders issued in

connection with the financing of EEIC

(HCAR Nos. 24515A and 26028) and

investment in EUA Energy (HCAR No.

26493) will remain in full force and

effect, as presently written.

The authorization granted by the

Cogenex Order will be replaced in its

entirety and will cease to have effect

upon the issuance of the Commission’s

order authorizing the transactions

proposed in this Declaration; provided,

that the Commission’s order authorizing

the transactions proposed in this

Declaration shall include authorization,

through December 31, 1997, for the

following transactions, as previously

authorized by the Cogenex Order:

(a) EUA proposes to invest in Cogenex

up to an aggregate principal amount of

$50 million in one or any combination

of short-term loans, capital

contributions, or purchases of Cogenex

common stock.

(b) Cogenex proposes to obtain

financing in an aggregate principal

amount not to exceed $200 million from

any of the following sources: (i) Up to

$50 million from EUA, as described in

(a) above, and (ii) $150 million from one

or any combination of (A) the issuance

and sale of unsecured notes (‘‘New

Notes’’) through a private or a public

offering, (B) the borrowing of proceeds

from the issuance or sale of bonds by a

state or political subdivision agency

(‘‘Bonds’’), and (C) the borrowing of up

to $75 million under the Facility.

Should it become necessary to secure

more favorable terms for the New Notes

or Bonds, EUA proposes to guarantee, or

provide an equity maintenance

agreement for all or a portion of the

obligations of Cogenex on the New

Notes and Bonds. EUA and Cogenex

request that the Commission reserve

jurisdiction over the issuance and sale

of the New Notes and Bonds and EUA’s

guarantee of or provision of an equity

maintenance agreement for the New

Notes and Bonds pending completion of

the record.

(c) Cogenex proposes to extend its

authority to invest in Northeast Energy

Management, Inc. (‘‘NEM’’) and EUA

Cogenex-Canada, Inc. (‘‘CogenexCanada’’), two wholly-owned nonutility subsidiaries of Cogenex, and their

authority to borrow funds, with no

increase in the amount of authorized

funding. By Commission order date

January 28, 1994 (HCAR No. 25982), the

Commission authorized Cogenex to

invest in NEM, and NEM to borrow from

Cogenex, up to an aggregate $9.1

million. By Commission order dated

September 30, 1994 (HCAR No. 26135),

the Commission authorized Cogenex to

provide equity and debt funding for

Cogenex-Canada and for CogenexCanada to borrow from third parties in

amounts not to aggregate more than $20

million outstanding. These

authorizations were extended from

December 31, 1995 through December

31, 1997 by the Cogenex Order.

The Facility will be used: (i) To pay,

reduce or renew outstanding notes

payable to banks as they become due;

(ii) to finance the Declarants’ respective

cash construction expenditures for fiscal

years 1996 through 2000; (iii) to provide

funds to meet certain sinking fund

requirements and retirements or

redemptions of outstanding securities;

(iv) in the case of EUA, to make shortterm loans, capital contributions and

open account advances in accordance

with rule 45(b)(4) or rule 52 or as

previously authorized by the

Commission to Cogenex, EEIC and EUA

Energy; (v) to pay for the cost of

issuance of New Notes and Bonds of

Cogenex; (vi) to provide for debt

servicing reserves or expenses in

connection with the issuance of New
Federal Register / Vol. 62, No. 26 / Friday, February 7, 1997 / Notices 5867

3By order dated March 30, 1989 (HCAR No.

24851), the Commission authorized GPU to issue up

to 20,000 shares of Common Stock under this plan.

Under the 1989 Plan, which was approved by

GPU’s shareholders, each outside director receives

a portion of his or her annual compensation in the

form of 300 shares of Common Stock.

4This authorization would be in addition to the

current authorization to issue up to 20,000 shares,

and the New Plan would not alter the automatic

award of 300 shares annually to outside directors

under the 1989 Plan.

1Other investment options include series of

registered investment companies managed, advised,

or sponsored by applicants. These investment

companies are not included in the definition of

Variable Product Fund and are not covered by this

application.

Notes and Bonds; (vii) for the

declarants’ respective working capital

requirements; and (viii) for other general

corporate purposes.

GPU, Inc. (70–8983)

GPU, Inc., (‘‘GPU’’) 100 Interspace

Parkway, Parsippany, New Jersey 07054,

a registered holding company, has filed

a declaration under sections 6(a), 7, and

12(e) of the Act, and rules 54 and 62

thereunder.

GPU proposes to issue up to an

additional 200,000 shares of its common

stock (‘‘Common Stock’’), under a new

deferred unit stock plan (‘‘New Plan’’)

for payment of a portion of outside

directors’ compensation.

GPU currently has in effect a

retirement plan for outside directors

which provides that each outside

director who completes 54 months of

service prior to retirement is entitled to

receive one-twelfth of the sum of the

director’s annual retainer and the cash

value of the last award under GPU’s

restricted stock plan for outside

directors (‘‘1989 Plan’’).3 Benefits are

payable commencing at the later of age

60 or retirement over a period equal to

the number of months of service.

GPU desires to align the interests of

its directors more closely with those of

its stock holders by paying a greater

portion of the outside directors’

compensation in the form of Common

Stock. Accordingly, GPU proposes to

cease further accrual of service under

the 1989 Plan and provide for the

issuance of Common Stock to outside

directors under the New Plan.

GPU requests authorization to issue

up to an additional 200,000 shares of

Common Stock under the New Plan

from time to time through December 31,

2007.4 Under the New Plan, each

outside director would receive an

annual grant of units (one unit

represents a share of Common Stock)

based on a multiple (initially

anticipated to be 1.5, but which may be

changed from time to time) of the

amount of annual cash retainer paid to

each outside director. This amount will

be set by the board of directors, and may

be increased or decreased by board

resolution. The number of units granted

each year will thus vary based on (i) the

price of the Common Stock, (ii) the

amount of the annual cash retainer and

(iii) the multiplier used. Units would

vest upon the outside director’s

retirement from the board, provided the

outside director has completed at least

54 months of service as an outside

director, or death. Units which have not

vested at the time of an outside

director’s retirement would be forfeited.

GPU intends to request that its

stockholders approve the New Plan at

the 1997 annual meeting, and

accordingly requests authorization to

solicit proxies from its shareholders at

this meeting. The related proxy

materials are expected to be mailed

before March 31, 1997. Subject to

shareholder approval, the New Plan

would be effective as of July 1, 1997.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3031 Filed 2–6–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Rel. No. 22488;

812–10504]

Nationwide Financial Services, Inc., et

al.; Notice of Application

February 3, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (‘‘Act’’).

APPLICANTS: Nationwide Financial

Services, Inc. (the ‘‘Company’’),

Nationwide Life Insurance Company

(‘‘NLIC’’), and Nationwide Life and

Annuity Insurance Company

(collectively with NLIC, ‘‘Nationwide

Life’’).

RELEVANT ACT SECTIONS: Exemption

requested under sections 6(c) and 17(b)

of the Act from section 17(a).

SUMMARY OF APPLICATION: Applicants

seek an order that would permit the

Company to sell securities of which it

is the issuer to registered investment

companies that are affiliated persons of

certain registered investment companies

funded by the separate accounts of

Nationwide Life.

FILING DATES: The application was filed

on January 17, 1997, and amended on

January 31, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

February 24, 1997, and should be

accompanied by proof of service on

applicants, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons who wish to be notified of a

hearing may request such notification

by writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicants, One Nationwide Plaza,

Columbus, Ohio 43215.

FOR FURTHER INFORMATION CONTACT:

Courtney S. Thornton, Senior Counsel,

at (202) 942–0583, or Mercer E. Bullard,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. The Company is an entity that

recently has been formed to hold all the

outstanding shares of Nationwide Life,

an Ohio domiciled life insurance

company, and other companies within

the Nationwide Insurance Enterprise, a

group of insurance and financial

services organizations that includes

Nationwide Corporation (‘‘Nationwide

Corp.’’). Nationwide Corp. will own all

the Class B shares of the Company and,

as a result, will have voting control of

the Company.

2. Nationwide Life, a provider of longterm savings and retirement products to

domestic retail and institutional

customers, offers several variable

annuity and variable life insurance

products. Certain of these products

permit a customer to choose among

multiple investment options, including

shares of registered open-end

management investment companies (the

‘‘Variable Product Funds’’).1 At present,

the Variable Product Funds include

funds managed by investment advisers

such as Mellon Equity Associates,

Strong Capital Management, Inc.,

Fidelity Management & Research

Company, Neuberger & Berman