65298 Federal Register / Vol. 62, No. 238 / Thursday, December 11, 1997 / Notices

Products Fund held in its separate

accounts for which it has not received

timely voting instructions from contract

owners, as well as shares it owns, in the

same proportion as those shares for

which it has received voting

instructions. Participating Insurance

Companies will be responsible for

assuring that each of their separate

accounts investing in an Insurance

Products Fund calculates voting

privileges in a manner consistent with

all other Participating Insurance

Companies. The obligation to vote an

Insurance Products Fund’s shares and

calculate voting privileges in a manner

consistent with all other separate

accounts investing in the Insurance

Products Fund will be a contractual

obligation of all Participating Insurance

Companies under the agreements

governing participation in the Insurance

Products Fund. Each Plan will vote as

required by applicable law and

governing Plan documents.

7. All reports of potential or existing

conflicts received by a Board, and all

Board action with regard to (a)

determining the existence of a conflict,

(b) notifying Participants of a conflict,

and (c) determining whether any

proposed action adequately remedies a

conflict, will be properly recorded in

the minutes of the meetings of the

appropriate Board or other appropriate

records. Such minutes or other records

shall be made available to the

Commission upon request.

8. Each Insurance Products Fund will

notify all Participating Insurance

Companies that separate account

prospectus disclosure regarding

potential risks of mixed and shared

funding may be appropriate. Each

Insurance Products Fund shall disclose

in its prospectus that: (a) Its shares may

be offered to insurance company

separate accounts that fund both

variable annuity and variable life

insurance contracts, and to Qualified

Plans; (b) differences in tax treatment or

other considerations may cause the

interests of various Variable Contract

owners participating in the Insurance

Products Fund and the interests of

Qualified Plans investing in the

Insurance Products Fund to conflict;

and (c) the Board will monitor the

Insurance Products Fund for any

material conflicts and determine what

action, if any, should be taken.

9. Each Insurance Products Fund will

comply with all provisions of the 1940

Act requiring voting by shareholders

(for these purposes, the persons having

a voting interest in the shares of the

Insurance Products Funds). In

particular, each such Insurance

Products Fund either will provide for

annual shareholder meetings (except

insofar as the Commission may interpret

Section 16 of the 1940 Act not to require

such meetings) or comply with Section

16(c) of the 1940 Act (although more of

the Insurance Products Funds shall be

one of the trusts described in Section

16(c) of the 1940 Act), as well as with

Section 16(a) of the 1940 Act and, if and

when applicable, Section 16(b) of the

1940 Act. Further, each Insurance

Products Fund will act in accordance

with the Commission’s interpretation of

the requirements of Section 16(a) with

respect to periodic elections of Board

members and with whatever rules the

Commission may promulgate with

respect thereto.

10. If and to the extent that Rule 6e–

2 or Rule 6e–3(T) under the 1940 Act is

amended, or Rule 6e–3 under the 1940

Act is adopted, to provide exemptive

relief from any provision of the 1940

Act, or the rules promulgated

thereunder, with respect to mixed or

shared funding, on terms and conditions

materially different from any

exemptions granted in the order

requested in the application, then the

Insurance Products Funds and/or the

Participants, as appropriate, shall take

such steps as may be necessary to

comply with Rule 6e–2 or Rule 6e–3(T),

as amended, or proposed Rule 6e–3 as

adopted, to the extent such Rules are

applicable.

11. The Participants, at least annually,

shall submit to each Board such reports,

materials or data as each Board may

reasonable request so that such Boards

may fully carry out the obligations

imposed upon them by the conditions

stated in the application. Such reports,

materials and data shall be submitted

more frequently if deemed appropriate

by the Boards. The obligations of the

Participants to provide these reports,

materials and data upon reasonable

request of a Board shall be a contractual

obligation of all Participants under the

agreements governing their participation

in the Insurance Products Funds.

12. If a Qualified Plan or Plan

participant shareholder should become

an owner of 10% or more of the assets

of an Insurance Products Fund, such

Plan will execute a participation

agreement with such fund which

includes the conditions set forth herein

to the extent applicable. A Qualified

Plan or Plan participant will execute an

application containing an

acknowledgment of this condition upon

such Plan’s initial purchase of the share

of any Insurance Products Fund.

Conclusion

For the reasons summarized above,

Applicants assert that the requested

exemptions are appropriate in the

public interest and consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–32365 Filed 12–10–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26790]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

December 4, 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

December 29, 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.

Consolidated Natural Gas Co., et al.

(70–8981)

Consolidated Natural Gas Company

(‘‘CNG’’), CNG Tower, 625 Liberty

Avenue, Pittsburgh, Pennsylvania

15222–3199, a registered holding

company, its wholly-owned nonutility

subsidiary company, CNG Energy
Federal Register / Vol. 62, No. 238 / Thursday, December 11, 1997 / Notices 65299

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3The Commission approved the proposed rule

change on November 19, 1997. See Securities

Exchange Act Release No. 39338, 62 FR 63209

(November 26,1997) (order approving File No. SR–

CBOE–97–48).

4According to the Exchange, the value of the

Index was reduced by one-half effective November

24, 1997. Telephone conversation between Timothy

Thompson, Senior Attorney, CBOE, and Deborah

Flynn, Division of Market Regulation, Commission,

on December 2, 1997.

5The fees may actually be less than these

amounts pursuant to the Exchange’s Prospective

Fee Reduction Schedule, the Customer Large Trade

Discount Program, and rebate programs that have

been filed with the Commission as part of the

Exchange’s fee schedule.

Services Corporation (‘‘Energy

Services’’), One Park Ridge Center, P.O.

Box 15746, Pittsburgh, Pennsylvania

15244–0746, and CNG Power Company

(‘‘Power’’), One Park Ridge Center, P.O.

Box 15746, Pittsburgh, Pennsylvania

15244–0746, a nonutility subsidiary

company of Energy Services, have filed

an application-declaration under

sections 6(a), 7, 12(b), 13 and 32 of the

Act and rules 45, 53, 54, 83, 87, 90 and

91 under the Act.

CNG proposes that Power become the

vehicle for CNG investments in exempt

wholesale generators (‘‘EWGs’’) in the

U.S. Investments in EWGs would be

made with internally generated funds.

CNG proposes that intermediate

companies be formed to make EWG

investments (‘‘Intermediate

Companies’’). The Intermediate

Companies will be special-purpose

subsidiaries that may acquire interests

in other corporations, joint ventures,

partnerships, and other investment

entities created to invest in EWGs.

CNG, Energy Services, Power and its

subsidiary companies, including the

Intermediate Companies, seek

Commission authorization to enter into

guarantee arrangements, to obtain letters

of credit, and otherwise to provide

credit support through December 31,

2002 with respect to EWG investments.

The maximum aggregate limit on all

such credit support would be $150

million.

Energy Services and its affiliates

propose to perform services or

construction for, or sell goods to, EWGs

in which Power has acquired an

interest. Services, construction and

goods may be market-priced if the EWGs

provide no services, construction or

goods to CNG utility companies in the

U.S.

Energy Services and its affiliates also

propose to contract with CNG

companies to provide those services,

construction and goods to EWGs.

Services, construction and goods

obtained from U.S. CNG utility

companies would be cost-priced but

services, construction and goods from

CNG non-utility subsidiary companies

would be cost-priced or market-priced—

provided that services, construction and

goods from CNG non-utility subsidiary

companies ‘‘substantially’’ involved in

the provision of services, construction

or goods to U.S. CNG utility companies

would be cost-priced.

Energy Services has authorized

capital of 4,000 shares of common stock,

$1.00 par value per share (‘‘Common

Stock’’). CNG proposes to change the

par value of each share of Common

Stock from $1.00 to $10,000 and

increase the authorized shares to 50,000

shares. CNG states that the issuance of

addition Common Stock for $10,000 per

share will allow Energy Services to

consummate additional equity financing

for the proposed transitions and for

other authorized or exempt transactions.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–32368 Filed 12–10–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39389; File No. SR–CBOE–

97–60]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Chicago Board Options Exchange,

Inc., Relating to Transaction Fees for

Options on the Standard & Poor’s 100

Stock Index

December 3, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November

20, 1997, the Chicago Board Options

Exchange, Inc. (‘‘CBOE’’ or ‘‘Exchange’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II, and III below, which Items

have been prepared by the CBOE. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The CBOE proposes to modify the

Exchange transaction fees applicable to

transactions in options on the Standard

& Poor’s 100 Stock Index (‘‘OEX’’).

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for the Proposed Rule

Change

In its filing with the Commission, the

CBOE included statements concerning

the purpose of and basis for the

proposed rule change and discussed any

comments it received on the proposed

rule change. The text of these statements

may be examined at the places specified

in Item IV below. The CBOE has

prepared summaries, set forth in

sections A, B and C below, of the most

significant aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The Exchange recently filed with the

Commission a proposed rule change 3 in

which the Exchange informed the

Commission that Standard & Poor’s

(‘‘S&P’’) intended to reduce the value of

its S&P 100 Stock Index (‘‘Index’’) to

one-half of its present value by doubling

the divisor used in calculating the

Index.4 In connection with the ‘‘split’’ of

the OEX, the Exchange has evaluated

the appropriateness of the current fee

schedule and has determined to reduce

the transaction fees applicable to

transactions in OEX. The current and

proposed transaction fees absent any

reduction or rebate 5 are: (1) For

customer trades for options with a

premium less than $1—current: $0.20

per contract side; proposed: $0.15 per

contract side; (2) for customer trades of

options with a premium equal to or

greater than $1—current: $0.40 per

contract side; proposed: $0.30 per

contract side; (3) for member firm

proprietary trades—current: $0.10 per

contract side: proposal: $0.06 per

contract side; and (4) for market-maker

trades—current: $.06 per contract side;

proposed: $.05 per contract side. The

foregoing fee changes are being

implemented by the Exchange pursuant

to CBOE Rule 2.22. The Exchange will

distribute a circular to its members to

notify them of these fee changes.

The Exchange is adopting this fee

reduction for transactions in OEX

options in order to promote trading in

these options after the split in OEX. The

Exchange believes that the reduction in

the fees may encourage more

participation in the trading of these

options.