* Fannie Mae, Freddie Mac shares fall on Senate proposal for wind-down
* EPL Oil to be acquired by Energy XXI for $2.3 bln, shares jump
* Herbalife shares slide on FTC investigation
* Dow off 0.07 pct, S&P up 0.03 pct, Nasdaq up 0.37 pct
NEW YORK, March 12 (Reuters) - U.S. stocks finished little changed on Wednesday, with the Nasdaq up for the first session in five, as investors grappled with the evolving situation in Ukraine but shrugged off concern over weakness in China's economy.
The EU agreed a framework for its first sanctions on Russia since the Cold War, a stronger response to the Ukraine crisis than many had expected and a mark of solidarity with Washington in the effort to make Moscow pay for seizing Crimea.
London copper prices, a proxy for economic health due to the metal's broad industrial use, hit their lowest since July 2010 on concerns about credit problems in China, but later rebounded. Copper has fallen 7.7 percent over four sessions. Spot gold hit a six-month high on its safe-haven appeal.
"The situation in Ukraine and a slowing China are going to matter, but they haven't mattered yet. Commodity prices are falling and that is tied to demand," said Kim Forrest, senior equity research analyst at Fort Pitt Capital Group in Pittsburgh.
However, money is on the sidelines. Investors, worried about missing another leg up in the five-year U.S. equity bull market, are keeping indexes near recent highs.
"People think they missed out and the market is going to do the same it did last year," she said. "There's more retail money flowing into the system, supporting stocks."
The Dow Jones industrial average fell 11.17 points or 0.07 percent, to 16,340.08, the S&P 500 gained 0.57 points or 0.03 percent, to 1,868.2 and the Nasdaq Composite added 16.144 points or 0.37 percent, to 4,323.332.
Geopolitical developments have moved to the forefront this week on a lack of major corporate results and market-moving economic data. The S&P 500 rose 30 percent last year and, after a recent decline, hit a record high last Friday.
"We've climbed so far, to continue to climb is definitely going to be a see-saw move," said Rick Meckler, president of LibertyView Capital Management in Jersey City, New Jersey.
Herbalife fell 7.4 percent to $60.57 after the company said the U.S. Federal Trade Commission had opened an inquiry into its operations. Shares briefly fell as much as 16 percent.
Shares of Fannie Mae and Freddie Mac fell sharply, a day after leaders of the Senate Banking Committee announced an agreement on legislation to wind down the government-owned mortgage financiers. Fannie lost 12.2 percent to $3.54 and Freddie fell 16.8 percent to $3.36.
EPL Oil & Gas Inc jumped 28.8 percent to $37.50 after the company agreed to be acquired by larger rival Energy XXI Ltd for $2.3 billion including debt. Energy XXI shares lost 7.8 percent to $21.54.
Express Inc dropped 12 percent to $16.05 after the apparel retailer reported fourth-quarter earnings and forecast a profit for the current quarter that fell far short of analyst expectations.
Oxigene Inc surged 77.3 percent to $4.29. The company said its experimental drug Zybrestat, combined with Roche's cancer drug Avastin, significantly slowed progression of recurrent ovarian cancer better than Avastin alone in a mid-stage clinical trial.
Geron Corp plunged 61.6 percent to $1.69. The company said the U.S. Food and Drug Administration ordered a halt to trials of a cancer drug over concerns about potential liver damage.
About 6.4 billion shares traded in U.S. exchanges, according to the latest available data from BATS Global Markets, below the 6.9 billion daily average so far this month.
Advancers outnumbered decliners by about 7 to 5 on the NYSE and on the Nasdaq 9 issues rose for every 7 that fell.