0001193125-13-374740.txt : 20130923 0001193125-13-374740.hdr.sgml : 20130923 20130923164134 ACCESSION NUMBER: 0001193125-13-374740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20130923 DATE AS OF CHANGE: 20130923 GROUP MEMBERS: ACMC, LLC GROUP MEMBERS: AXA GROUP MEMBERS: AXA AMERICA CORPORATE SOLUTIONS, INC. GROUP MEMBERS: AXA AMERICA HOLDINGS, INC. GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA EQUITABLE FINANCIAL SERVICES, LLC GROUP MEMBERS: AXA EQUITABLE LIFE INSURANCE CO GROUP MEMBERS: AXA IM ROSE INC. GROUP MEMBERS: AXA RE ARIZONA CO GROUP MEMBERS: COLISEUM REINSURANCE CO GROUP MEMBERS: DENIS DUVERNE, AS AXA VOTING TRUSTEE GROUP MEMBERS: HENRI DE CASTRIES, AS AXA VOTING TRUSTEE GROUP MEMBERS: MARK PEARSON, AS AXA VOTING TRUSTEE GROUP MEMBERS: MONY LIFE INSURANCE CO GROUP MEMBERS: MONY LIFE INSURANCE CO OF AMERICA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN HOLDING L.P. CENTRAL INDEX KEY: 0000825313 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133434400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42546 FILM NUMBER: 131110473 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT HOLDING LP DATE OF NAME CHANGE: 19991101 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 19961231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13D/A 1 d598971dsc13da.htm SCHEDULE 13D AMENDMENT NO. 17 Schedule 13D Amendment No. 17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

 

 

ALLIANCEBERNSTEIN HOLDING L.P.

(f/k/a Alliance Capital Management Holding L.P.)

(Name of Issuer)

Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests

(Title of Class of Securities)

01855A101

(CUSIP Number)

Allen J. Zabusky

Senior Vice President and Controller

AXA Financial, Inc.

1290 Avenue of the Americas

New York, New York 10104

(212) 314-3387

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

George Stansfield, General Counsel

AXA, 25, avenue Matignon

75008 Paris, France

011-331-40-75-57-00

September 23, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(Continued on following pages)


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA

98-0342809

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    France

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

    See Item 5

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

    See Item 5

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

    (Not to be construed as an admission of beneficial ownership)

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    HC, CO

 


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Assurances I.A.R.D. Mutuelle

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    France

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

    See Item 5

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

    See Item 5

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

    (Not to be construed as an admission of beneficial ownership)

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    IC

 

 

2


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Assurances Vie Mutuelle

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    France

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

    See Item 5

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

    See Item 5

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

    (Not to be construed as an admission of beneficial ownership)

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    IC

 

 

3


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Henri de Castries, as AXA Voting Trustee

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Citizen of the Republic of France

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

    See Item 5

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

    See Item 5

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

    (Not to be construed as an admission of beneficial ownership)

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    IN

 

 

4


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Denis Duverne, as AXA Voting Trustee

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Citizen of the Republic of France

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

    See Item 5

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

    See Item 5

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

    (Not to be construed as an admission of beneficial ownership)

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    IN

 

 

5


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Mark Pearson, as AXA Voting Trustee

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Citizen of the United Kingdom

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

    See Item 5

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

    See Item 5

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

    (Not to be construed as an admission of beneficial ownership)

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    IN

 

 

6


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA America Holdings, Inc.

90-0226248

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    HC, CO

 

 

7


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Financial, Inc.

13-3623351

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Items 4 and 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Items 4 and 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    HC, CO

 

 

8


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Equitable Financial Services, LLC

52-2197822

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Items 4 and 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Items 4 and 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    HC, OO

 

 

9


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Equitable Life Insurance Company

13-5570651

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    New York

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    IC, CO

 

 

10


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

ACMC, LLC

13-2677213

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    1,444,356 - See Item 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    1,444,356 - See Item 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    1,444,356 - See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    1.6% - See Item 5

 14   

Type of reporting person (see instructions)

 

    CO

 

 

11


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA RE Arizona Company

14-1903564

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Arizona

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Items 4 and 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Items 4 and 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    See Items 4 and 5

 14   

Type of reporting person (see instructions)

 

    IC, CO

 

 

12


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

AXA AMERICA CORPORATE SOLUTIONS, INC.

36-3044045

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    See Item 5

 14   

Type of reporting person (see instructions)

 

    IC, CO

 

 

13


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

COLISEUM REINSURANCE COMPANY

36-2994662

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    See Item 5

 14   

Type of reporting person (see instructions)

 

    IC, CO

 

 

14


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

MONY Life Insurance Company

13-1632487

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    New York

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Items 4 and 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Items 4 and 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    See Items 4 and 5

 14   

Type of reporting person (see instructions)

 

    IC, CO

 

 

15


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

MONY Life Insurance Company of America

86-0222062

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Arizona

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    See Item 5

 14   

Type of reporting person (see instructions)

 

    IC, CO

 

 

16


CUSIP No. 01855A101  

 

  1   

Names of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

AXA IM ROSE INC.

22-3624513

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    See Item 5

      8   

Shared voting power

 

      9   

Sole dispositive power

 

    See Item 5

    10   

Shared dispositive power

 

 11   

Aggregate amount beneficially owned by each reporting person

 

    See Item 5

 12   

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

 13   

Percent of class represented by amount in Row (11)

 

    See Item 5

 14   

Type of reporting person (see instructions)

 

    HC, CO

 

 

17


This Amendment No. 17 amends the Statement on Schedule 13D (“Schedule 13D”) initially filed on August 4, 1992 with the Securities and Exchange Commission by AXA, Midi Participations, Finaxa, the Mutuelles AXA (as herein defined) and the Trustees of a Voting Trust (established pursuant to the Voting Trust Agreement dated as of May 12, 1992 (the “Original Voting Trust Agreement”)), as amended by Amendment No. 1 to the Schedule 13D filed on July 29, 1993 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed on September 14, 1994 (“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed on October 22, 1996 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on July 11, 1997 (“Amendment No. 4”), Amendment No. 5 to the Schedule 13D filed on September 4, 1997 (“Amendment No. 5”), Amendment No. 6 to the Schedule 13D filed on April 9, 1999 (“Amendment No. 6”), Amendment No. 7 to the Schedule 13D filed on November 4, 1999 (“Amendment No. 7”), Amendment No. 8 to the Schedule 13D filed on June 23, 2000 (“Amendment No. 8”), Amendment No. 9 to the Schedule 13D filed on November 27, 2002 (“Amendment No. 9”), and Amendment No. 10 to the Schedule 13D filed on March 9, 2004 (“Amendment No. 10”), Amendment No. 11 to the Schedule 13D filed on December 22, 2004 (“Amendment No.11”), Amendment No. 12 to the Schedule 13D filed on March 7, 2007 (“Amendment No. 12”), Amendment No. 13 to the Schedule 13D filed on December 19, 2008 (“Amendment No. 13”), Amendment No. 14 to the Schedule 13D filed on January 8, 2009 (“Amendment No. 14”), Amendment No. 15 to the Schedule 13D filed on April 1, 2009 (“Amendment No. 15”) and Amendment No. 16 to the Schedule 13D filed on December 16, 2011 (“Amendment No. 16”), each of which was filed by AXA, Midi Participations (through Amendment No. 2), Finaxa (through Amendment No. 11), the Mutuelles AXA, the Trustees, AXA Financial, Inc. (formerly known as The Equitable Companies Incorporated) (“AXF”), AXA Equitable Life Insurance Company (f/k/a The Equitable Life Assurance Society of the United States) (“AXA Equitable”), Equitable Holding Corporation (which was merged in 1997 into Equitable Holdings, LLC) (through Amendment No. 13), Equitable Investment Corporation (which was merged in November 1999 into Equitable Holdings, LLC) (through Amendment No. 13), ACMC, LLC and ECMC, LLC (through Amendment No. 13) (successor by merger to Equitable Capital Management Corporation), which Schedule 13D relates to units (“Units”) representing assignments of beneficial ownership of limited partnership interests of AllianceBernstein Holding L.P. (formerly known as Alliance Capital Management Holding L.P.), a Delaware limited partnership (“AB Holding”).

 

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows.

This statement is being filed by (i) AXA, a company organized under the laws of France, (ii) AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, two mutual insurance companies organized under the laws of France (the “Mutuelles AXA”), (iii) Mark Pearson (President and Chief Executive Officer of AXF and member of the Executive Committee of AXA), Henri de Castries (Chairman of the Board and Chief Executive Officer of AXA) and Denis Duverne (member of the Board and Deputy Chief Executive Officer of AXA), as Trustees (the “Trustees”) of a Voting Trust (the “Voting Trust”) established pursuant to the Original Voting Trust Agreement and currently governed by a Second Amended and Restated Voting Trust Agreement dated as of April 29, 2011, by and among AXA and the Trustees (the “Amended Voting Trust Agreement” and, together with the Original Voting Trust Agreement, the “Voting Trust Agreement”), (iv) AXA America Holdings, Inc., a Delaware corporation (“AXA America”), (v) AXF, a Delaware corporation, (vi) AXA Equitable Financial Services, LLC (formerly known as AXA Client Solutions, LLC and AXA Equitable Financial Services, LLC), a Delaware limited liability company whose sole member is AXF (“AXFS”), (vii) AXA Equitable, a New York stock life insurance company, which is wholly owned by AXF (viii) ACMC, LLC, a Delaware limited liability company (“ACMC”), (ix) AXA RE Arizona Company, a Arizona corporation (formerly known as AXA Financial (Bermuda) Ltd., a Bermuda corporation), which is wholly owned by AXFS

 

18


(“AXA Arizona”), (x) AXA America Corporate Solutions, Inc., a Delaware corporation, which is a wholly owned subsidiary of AXA America (“AACS”), (xi) Coliseum Reinsurance Company, a Delaware corporation, which is a wholly owned subsidiary of AACS (“Coliseum”), (xii) MONY Life Insurance Company, a New York stock life insurance company, which is a wholly owned subsidiary of AXFS (“MONY Life”), (xiii) MONY Life Insurance Company of America, an Arizona stock life insurance company, which is a wholly owned subsidiary of MONY Life (“MLOA”) and (xiv) AXA IM Rose Inc., a Delaware corporation, which is a 95.535% indirectly owned subsidiary of AXA (“AXA IM Rose”). AXA, the Mutuelles AXA, the Trustees, AXA America, AXF, AXFS, AXA Equitable, ACMC, AXA Arizona, AACS, Coliseum, MONY Life, MLOA and AXA IM Rose are hereinafter collectively referred to as the “Reporting Persons.”

AXA. AXA is a holding company for an international group of insurance and related financial service companies, including each of the Reporting Persons. The address of AXA’s principal business and office is 25, avenue Matignon, 75008 Paris, France. As of December 31, 2012, the Mutuelles AXA, directly beneficially owned 14.35% of AXA’s ordinary shares (representing 23.05% of the voting power). In addition, as of December 31, 2012, 0.69% of the ordinary shares of AXA without the power to vote were owned by certain subsidiaries of AXA.

Finaxa. Finaxa was a holding company, which was majority owned by the Mutuelles AXA. Finaxa was merged into AXA as of December 16, 2005.

The Mutuelles AXA. The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle. AXA Courtage Assurance Mutuelle was merged into AXA Assurances I.A.R.D Mutuelle as of December 31, 2006. Each of the Mutuelles AXA is a mutual insurance company organized under the laws of France. The address of each of the Mutuelles AXA’s principal place of business and office is 26, rue Drouot, 75009 Paris, France.

The Trustees. In order to ensure, for insurance regulatory purposes, that certain indirect minority shareholders of AXA are not able to exercise control over AXF and certain of its insurance subsidiaries, AXA has agreed pursuant to the Voting Trust Agreement to deposit in the Voting Trust the shares of capital stock of AXF having voting powers beneficially owned by AXA and certain of its affiliates. AXA or any such affiliate depositing capital stock in the Voting Trust will remain the beneficial owner of all capital stock deposited by it in the Voting Trust, but during the term of the Voting Trust the Trustees will exercise all voting rights with respect to such capital stock. Additional information relating to the Voting Trust Agreement is set forth in the Schedule 13D filed by AXA with respect to its ownership of the capital stock of AXF.

Information with respect to all of the Trustees is set forth on Exhibit 1 hereto since the Trustees are members of the Board and/or Executive Committee of AXA.

AXA America and Subsidiaries. AXA America is a holding company for a group of insurance and related financial service companies, including (i) AXF and its subsidiaries and (ii) AACS and its wholly owned subsidiary, Coliseum. The address of AXA America’s principal place of business and office is 1290 Avenue of the Americas, New York, New York 10104. The address of each of AACS’s and Coliseum’s principal place of business and office is 17 State Street, New York, New York 10004.

AXF and Subsidiaries. AXF is a holding company. As of September 30, 2013, 100% of the outstanding shares of common stock of AXF were beneficially owned indirectly by AXA. AXF and its subsidiaries (including AXA Equitable, MONY Life and MLOA, each an indirect wholly owned subsidiary) provide diversified financial services to a broad spectrum of financial advisory, insurance and investment management customers. AXFS, whose sole member is AXF, wholly owns (i) AXA

 

19


Equitable, which in turn wholly owns ACMC, (ii) AXA Arizona, and (iii) MONY Life, which in turn wholly owns MLOA. ACMC, AXFS and AXF are holding companies. The address of the principal place of business and office of AXF, AXFS, AXA Equitable, ACMC, MONY Life, and MLOA is 1290 Avenue of the Americas, New York, New York 10104. It is expected that Protective Life Insurance Company will acquire MONY Life in the fourth quarter of 2013 and MLOA, its wholly owned subsidiary, will be reorganized as an indirect, wholly owned subsidiary of AXF.

MONY Holdings, LLC. MONY Holdings, LLC was a Delaware Limited liability company, whose sole member was AXF. MONY Holdings, LLC was merged into AXFS as of November 30, 2007.

AXA IM Rose. AXA IM Rose is a holding company for a group of asset management companies. The address of AXA IM Rose’s principal place of business and office is One Fawcett Place, Greenwich, CT 06830.

The (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and (iv) citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Exhibits 1 through 7 and 14 through 20 hereto. None of the Reporting Persons nor, to the knowledge of any Reporting Person, any natural person named in Exhibits 1 through 7 and 14 through 20 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such Reporting Person or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended by inserting the following paragraph at the end thereof.

See Item 4.

 

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended by inserting the following paragraph at the end thereof.

On September 23, 2013, AXA Financial purchased 15,276,937 AB Capital Units from AXA Arizona. The purchase price for the AB Capital Units was $21.07 per AB Capital Unit.

Additionally, on September 23, 2013, MONY Life transferred 6,841,642 AB Capital Units to its sole shareholder, AXFS. Upon receipt of the 6,841,642 AB Capital Units, AXFS immediately transferred these AB Capital Units to its sole shareholder, AXA Financial.

The transfers of the AB Capital Units described above are internal transfers within AXA and its affiliates (the “AXA Group”) that do not change the aggregate holdings of Units and/or AB Capital Units by the AXA Group.

Except as set forth in this statement, none of the Reporting Persons has any plans or proposals described in Item 4(a)-(j) of Schedule 13D.

 

20


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Items 5(a), (b) and (c) are hereby amended and restated in their entirety as set forth below.

(a) & (b) At the close of business on September 23, 2013 and immediately following the transactions described in Item 4 above, AXA America did not beneficially own directly any Units or AB Capital Units; AXF did not beneficially own directly any Units and beneficially owned directly 22,118,579 AB Capital Units representing approximately 8.4% of the AB Capital Units outstanding; AXA Equitable did not beneficially own directly any Units or AB Capital Units; ACMC beneficially owned directly 1,444,356 Units representing approximately 1.6% of the Units outstanding and 95,321,112 AB Capital Units representing approximately 36.0% of the AB Capital Units outstanding; AXA Arizona did not beneficially own directly any Units or AB Capital Units; AACS did not beneficially own directly any Units or AB Capital Units; Coliseum did not beneficially own directly any Units and beneficially owned directly 8,160,000 AB Capital Units representing approximately 3.1% of the AB Capital Units outstanding; MONY Life did not beneficially own directly any Units or AB Capital Units; MLOA did not beneficially own directly any Units and beneficially owned directly 2,587,472 AB Capital Units representing approximately 1.0% of the AB Capital Units outstanding; and AXA IM Rose did not beneficially own directly any Units and beneficially owned directly 41,934,582 AB Capital Units representing approximately 15.9% of the AB Capital Units outstanding. ACMC, AXA Financial, AACS, Coliseum, MLOA and AXA IM Rose have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of each of their respective directly owned Units and AB Capital Units. By reason of its ownership interest in AXF, AXFS, ACMC, AXA Equitable, MLOA and Coliseum, AXA America may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 1,444,356 Units owned directly by ACMC representing approximately 1.6% of the Units outstanding, and the 95,321,112 AB Capital Units owned directly by ACMC, the 22,118,579 AB Capital Units owned directly by AXA Financial, the 8,160,000 AB Capital Units owned directly by Coliseum and the 2,587,472 AB Capital Units owned directly by MLOA, which collectively represent approximately 48.5% of the AB Capital Units outstanding. By reason of its ownership interest in AXFS, ACMC and MLOA, AXF may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 1,444,356 Units owned directly by ACMC representing approximately 1.6% of the Units outstanding, and the 95,321,112 AB Capital Units owned directly by ACMC and the 2,587,472 AB Capital Units owned directly by MLOA, which, together with the 22,118,579 AB Capital Units owned directly by AXF, represent approximately 45.4% of the AB Capital Units outstanding. By reason of its ownership interest in ACMC, AXA Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 1,444,356 Units owned directly by ACMC representing approximately 1.6% of the Units outstanding, and the 95,321,112 AB Capital Units owned directly by ACMC representing 36.0% of the AB Capital Units outstanding. By reason of its ownership interest in ACMC, AXA Equitable and MLOA, AXFS may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 1,444,356 Units owned directly by ACMC representing approximately 1.6% of the Units outstanding, and the 95,321,112 AB Capital Units owned directly by ACMC, and the 2,587,472 AB Capital Units owned directly by MLOA which collectively represent approximately 37.0% of the AB Capital Units outstanding. By reason of its ownership interest in MLOA, MONY Life may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 2,587,472 AB Capital Units owned directly by MLOA, which represent approximately 1.0% of the AB Capital Units outstanding.

(This excludes Units acquired by the Reporting Persons and their affiliates solely for investment purposes on behalf of client discretionary accounts.)

AXA, by reason of its indirect ownership of 100% of the outstanding shares of common stock of AXA America and its indirect ownership of 95.535% of the outstanding shares of common stock of AXA

 

21


IM Rose, may be deemed to beneficially own all of the Units and AB Capital Units owned directly and indirectly by AXA America and AXA IM Rose. By reason of the Voting Trust Agreement and their relationship with AXA and the Mutuelles AXA, the Trustees individually may also be deemed to be beneficial owners of such Units and AB Capital Units. In addition, the Mutuelles AXA, as a group, may be deemed to be beneficial owners of such Units and AB Capital Units. Each of AXA, the Mutuelles AXA and the Trustees expressly declares that the filing of this Schedule 13D shall not be construed as an admission that it is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of such Units or AB Capital Units.

To the knowledge of the Reporting Persons, the following directors and executive officers of the Reporting Persons listed in Exhibits 1 through 7 and 14 through 20 hereto beneficially own the following number of outstanding Units and options or other rights to acquire Units presently or within 60 days:

 

Henri de Castries    2,000 Units
Denis Duverne    2,000 Units
Peter S. Kraus    4,337,643 Units
Lorie A. Slutsky    58,811 Units (includes 41,981 Units which Ms. Slutsky may acquire within 60 days under AllianceBernstein Option Plans)

To the knowledge of the Reporting Persons, none of the Directors and Executive officers listed in Exhibits 1 through 7 and 14 through 20 own any AB Capital Units.

Other than as described above and in Item 4 above, none of the Reporting Persons beneficially owns any Units or AB Capital Units or options or other rights to acquire Units or AB Capital Units presently or within 60 days and, to the knowledge of the Reporting Persons, none of the natural persons listed in Exhibits 1 through 7 and 14 through 20 hereto beneficially owns any Units or options and other rights to acquire Units within 60 days.

(c) Other than as described in Item 4 above, during the 60 days preceding the filing of this Amendment, no transactions in Units or AB Units were made by the Reporting Persons, or, to the knowledge of the Reporting Persons, any natural person named in Exhibits 1 through 7 and 14 through 20 hereto.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

See response to Item 4

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit 1

   Information with respect to the Executive Officers and Directors of AXA

Exhibit 2

   Information with respect to the Executive Officers and Directors of AXA Assurances I.A.R.D. Mutuelle

 

22


Exhibit 3

   Information with respect to the Executive Officers of AXA Assurances Vie Mutuelle and Members of AXA Assurances Vie Mutuelle’s Conseil d’Administration

Exhibit 4

   Information with respect to the Executive Officers and Directors of AXA Financial, Inc. (which is the sole member of AXA Equitable Financial Services, LLC)

Exhibit 5

   Information with respect to the Executive Officers and Directors of AXA Equitable Financial Services, LLC

Exhibit 6

   Information with respect to the Executive Officers and Directors of AXA Equitable Life Insurance Company

Exhibit 7

   Information with respect to the Executive Officers and Directors of ACMC, LLC

Exhibit 8

   Filing Agreement with respect to the Schedule 13D among the Reporting Persons (incorporated by reference to Exhibit 17 of the Schedule 13D filed on August 4, 1992)

Exhibit 9

   Second Amended and Restated Voting Trust Agreement, dated as of April 29, 2011

Exhibit 10

   Powers of Attorney for the Voting Trustees, dated July 5, 2002 with respect to Henri de Castries (incorporated by reference to Exhibit 19 filed with Amendment No. 9 to the Schedule 13D filed on November 27, 2002)

Exhibit 11

   Power of Attorney for the Voting Trustee, Denis Duverne, dated March 5, 2007 (incorporated by reference to Exhibit 23 filed with Amendment No. 12 to the Schedule 13D filed on March 7, 2007)

Exhibit 12

   Power of Attorney for the Voting Trustee, Mark Pearson, dated November 29, 2011 (incorporated by reference to Exhibit 12 filed with Amendment No. 16 to the Schedule 13D filed on December 16, 2011)

Exhibit 13

   Powers of Attorney with respect to AXA, Finaxa and the Mutuelles AXA (incorporated by reference to Exhibit 11 to the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2000 with respect to the AB Capital Units)

Exhibit 14

   Information with respect to the Executive Officers and Directors of AXA RE Arizona Company

Exhibit 15

   Information with respect to the Executive Officers and Directors of MONY Life Insurance Company

Exhibit 16

   Information with respect to the Executive Officers and Directors of MONY Life Insurance Company of America

Exhibit 17

   Information with respect to the Executive Officers and Directors of AXA America Holdings, Inc.

Exhibit 18

   Information with respect to the Executive Officers and Directors of AXA America Corporate Solutions, Inc.

Exhibit 19

   Information with respect to the Executive Officers and Directors of Coliseum Reinsurance Company

 

23


Exhibit 20

   Information with respect to the Executive Officers and Directors of AXA IM Rose Inc.

Exhibit 21

   Powers of Attorney with respect to AXA America Corporate Solutions, Inc., Coliseum Reinsurance Company and AXA IM Rose Inc. (incorporated by reference to Exhibit 21 filed with Amendment No. 16 to the Schedule 13D filed on December 16, 2011)

 

24


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

AXA
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
HENRI DE CASTRIES, DENIS DUVERNE, AND MARK PEARSON AS AXA VOTING TRUSTEES UNDER THE VOTING TRUST AGREEMENT
AXA AMERICA CORPORATE SOLUTIONS, INC.
COLISEUM REINSURANCE COMPANY
AXA IM ROSE INC.
By:  

/s/ Allen J. Zabusky

  Name:   Allen J. Zabusky
  Title:   Attorney-in-Fact


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

AXA AMERICA HOLDINGS, INC.
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Vice President


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

AXA FINANCIAL, INC.
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Vice President and Chief Financial Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

AXA EQUITABLE FINANCIAL SERVICES, LLC
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Director and Chief Accounting Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

AXA EQUITABLE LIFE INSURANCE COMPANY
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Director and Chief Financial Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

ACMC, LLC
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Chairman, President and Chief Executive Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

AXA RE ARIZONA COMPANY
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Chairman of the Board


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

MONY LIFE INSURANCE COMPANY
By  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Vice President and Chief Financial Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 23, 2013

 

MONY LIFE INSURANCE COMPANY OF AMERICA
By  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Vice President and Chief Financial Officer
EX-99.1 2 d598971dex991.htm EX-1 EX-1

Exhibit 1

MEMBERS OF THE BOARD AND THE EXECUTIVE OFFICERS

OF

AXA

The names of the Members of the Board and the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member’s business address is that of AXA at 25, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA and each individual is a citizen of the Republic of France.

MEMBERS OF THE BOARD OF DIRECTORS

 

Name, Business Address

  

Present Principal Occupation

Henri de Castries   

Chairman of the Board of Directors and Chief Executive Officer

Chairman of the Board, AXA Financial, Inc.

Ramon de Oliveira

Investment Audit Practice, LLC

580 Park Avenue

New York, NY 10065

USA

   Managing Director of Investment Audit Practice, LLC (United States)

Norbert Dentressangle

Dentressangle Initiatives (SAS)

30bis, rue Sainte Hélène

69287 Lyon Cedex 02

France

  

Vice-Chairman of the Board of Directors, Lead Independent Director

Chairman of Dentressangle Inititaives (SAS) (France)

Denis Duverne    Deputy Chief Executive Officer, in charge of Finance, Strategy and Operations

Jean-Pierre Clamadieu

Solvay

Rue de Ransbeek 310

1120 Brussels

Belgium

   Chairman of the Executive Committee and director of Solvay (Belgium)
Jean-Martin Folz    Companies’ director


Name, Business Address

  

Present Principal Occupation

Paul Hermelin

Capgemini Group

11 rue, de Tilsitt

75017 Paris

France

   Chairman & Chief Executive Officer of Capgemini Group (France)

Mrs. Isabelle Kocher

GDF SUEZ

Tour T1 - 35è étage

1, place Samuel de Champlain

Faubourg de l’Arche

92400 Courbevoie

France

   Executive Vice-President & Chief Financial Officer of GDF SUEZ (France)

Mrs. Suet Fern Lee (1)

Stamford Law Corporation

10 Collyer Quay #27-00

Ocean Financial Centre

Singapore 049315

Singapore

   Senior Partner of Stamford Law Corporation (Singapore)

Stefan Lippe (2)

Baarerstrasse 8

CH 63000 Zug

Switzerland

   Co-founder and Vice-Chairman of the Board of Directors of Acqupart Holding AG (Switzerland) and Acqufin AG (Switzerland)

Francois Martineau

Lussan / Societe d’avocats

282, boulevard Saint Germain

75007 Paris

France

   Attorney at law (France)

Mrs. Deanna Oppenheimer (3)(4)

CameoWorks

1215 Fourth Avenue, Suite 935

Seattle, WA 98161

USA

   Chief Executive Officer of CameoWorks (United States)


Name, Business Address

  

Present Principal Occupation

Mrs. Doina Palici-Chehab (2)

AXA Insurance Singapore Pte. Ltd.

8 Shelton Way

#27-01 AXA Tower

Singapore 068811

Singapore

  

Member of the Board of Directors, representing the employee-shareholders

Chief Executive Officer of AXA Singapore General Insurance (Singapore)

Mrs. Dominique Reiniche

The Coca Cola Company

27 rue Camille Desmoulins

92784 Issy-les Moulineaux

Cedex 9

France

   Chairman Europe of The Coca-Cola Company (France)

Marcus Schenck (2)

E-ON AG

E.ON—Platz 1

40479 Düsseldorf

Germany

   Member of the Management Board and Chief Financial Officer of E.ON AG (Germany)

EXECUTIVE OFFICERS

Members of the AXA Executive Committee

 

Name, Business Address

  

Present Principal Occupation

Henri de Castries    Chairman of the Board and Chief Executive Officer
Denis Duverne    Deputy Chief Executive Officer in charge of Finance, Strategy and Operations

Michael Bishop (3)

AXA China Region Limited

66F One Island East

18 Westlands Road

Quarry Bay, Hong Kong

   Chief Executive Officer of AXA Asia


Name, Business Address

  

Present Principal Occupation

Thomas Buberl (2)

AXA Konzern AG

Colonia-Allee 10-20

51067 Koln

Germany

   Chief Executive Officer of AXA Konzern AG (Germany)

Philippe Egger (5)

AXA Winterhur Switzerland

General Guisan-Strasse 40

8400 Winterthur

Switzerland

   Chief Executive Officer of Insurance activities in Switzerland

Paul Evans (3)

AXA UK plc

5 Old Broad Street

London ECN 1AD

United Kingdom

   Chief Executive Officer of AXA UK

Jean-Laurent Granier

AXA

9, avenue de Messine

75008 Paris

France

   Chief Executive Officer of the Mediterranean and Latin America Region business unit, Chairman & CEO of AXA Global P&C and in charge of overseeing the worldwide operations of AXA Corporate Solutions
Gérald Harlin    Group Chief Financial Officer

Peter Kraus (4)

AllianceBernstein

1345 Avenue of the Americas

New York, NY 10105

USA

   Chairman & Chief Executive Officer of AllianceBernstein

Jean-Louis Laurent Josi

AXA Life Insurance Japan

NBF Platinum Tower

1-17-3 Shirokane

Minato-ku

Tokyo 108-8020

Japan

   Chief Executive Officer of AXA Japan


Name, Business Address

  

Present Principal Occupation

Nicolas Moreau

AXA France

313, Terrasses de l’Arche

Terrasse 1

92727 Nanterre Cedex

France

   Chairman & Chief Executive Officer of AXA France and in charge of overseeing the worldwide operations of AXA Assistance and AXA Global Direct

Mark Pearson (3)

AXA Financial, Inc.

1290 Avenue of the Americas

New York, NY 10104

  

President & Chief Executive Officer of AXA Financial, Inc.

Chairman & Chief Executive Officer of AXA Equitable Life Insurance Company

Andrea Rossi (6)

AXA Investment Managers

Coeur Défense

100, Esplanade du Général de Gualle

92932 Paris La Défense

France

   Chief Executive Officer of AXA Investment Managers
George Stansfield (4)    AXA Group General Counsel and Head of Group Human Resources

Emmanuel de Talhouët

AXA Belgium SA

Boulevard du Souverain, 25

1170 Brussels

Belgium

   Chief Executive Officer of AXA Belgium

Jacques de Vaucleroy (7)

AXA Belgium SA

Boulevard du Souverain, 25

1170 Brussels

Belgium

   Chief Executive Officer for the Northern, Central and Eastern Europe business unit and Global Head of Life & Savings and Health
Mrs. Véronique Weill    Group Chief Operating Officer

 

(1) Citizen of Singapore
(2) Citizen of the Federal Republic of Germany
(3) Citizen of United Kingdom
(4) Citizen of United States of America
(5) Citizen of Switzerland
(6) Citizen of Italy
(7) Citizen of Belgium
EX-99.2 3 d598971dex992.htm EX-2 EX-2

Exhibit 2

MEMBERS OF THE BOARD AND THE EXECUTIVE OFFICERS

OF

AXA ASSURANCES IARD MUTUELLE

The names of the Members of the Board of Directors and of the Executive Officers of AXA Assurances IARD Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member’s or Executive Officer’s business address is that of AXA Assurances IARD Mutuelle at 313, Terrasses de l’Arche, 92727 Nanterre Cedex, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Assurances IARD Mutuelle and each individual is a citizen of the Republic of France.

 

Name, Business Address

  

Present Principal Occupation

* Henri de Castries

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman and Chief Executive Officer of AXA

Chairman of the Board of Directors of AXA Assurances IARD Mutuelle

* Bertrand Eveno

12, rue de L’Isly

75008 Paris

France

   Managing Partner of BP Editions la Compagnie du Livre Rouge

* Jacques Gobert

SP Gobert & Associés

32 rue Grignan

13001 Marseille

France

   Lawyer

* Philippe Guérand

SIER Constructeur

129, boulevard Pinel

69500 Bron

France

  

Chairman and Chief Executive Officer of Générale d’Investissements (SAS)

Chairman and Chief Executive Officer of SIER Conseil

Chairman of Immobiliére d’Etudes et de realisation SIER

* Frédéric Lucet

Family Business Group

12, rue Auber

75009 Paris

France

   Manager of companies – Strategy Adviser


Name, Business Address

  

Present Principal Occupation

* Octave Manset

75, rue de la Tour

75016 Paris

France

   Vice-Chairman of the Board of Directors of AXA Assurances IARD Mutuelle

* Mrs. Christiane Marcellier

JD4C Conseil

63 avenue Franklin Roosevelt

75008 Paris

France

   Managing Partner of JD4C Conseil

* Alain de Marcellus

Cap Gemini

11, rue de Tilsit

75017 Paris

France

   Manager of Group Financial Services of Cap Gemini

* François Martineau

Lussan / Societe d’avocats

282, boulevard Saint Germain

75007 Paris

France

   Attorney at law (France)
* Nicolas Moreau    Chairman & Chief Executive Officer of AXA France

* Francois Pierson

Association Prévention Routiére

4 rue de Ventador

75001 Paris

France

   Chairman of Prévention Routiére

* Olivier Riché

47, rue de Verneuil

75007 Paris

France

   Chief Executive Officer of Cofitem-Cofimur
Jacques de Peretti    Chief Executive Officer - non Director of AXA Assurances IARD Mutuelle

 

* Director
EX-99.3 4 d598971dex993.htm EX-3 EX-3

Exhibit 3

EXECUTIVE OFFICERS AND

MEMBERS OF THE CONSEIL D’ADMINISTRATION

OF

AXA ASSURANCES VIE MUTUELLE

The names of the Members of the Conseil d’Administration and of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member’s or Executive Officer’s business address is that of AXA Assurances Vie Mutuelle at 313, Terrasses de l’Arche, 92727 Nanterre Cedex, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France.

 

Name, Business Address

  

Present Principal Occupation

* Henri de Castries

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman and Chief Executive Officer of AXA

Chairman of the Board of Directors of AXA Assurances Vie Mutuelle

* Claube Bébéar

AXA

25, avenue Matignon

75008 Paris

France

   Honorary Chairman of the AXA Board of Directors

* Jean-Louis Bertrand

9, rue du Castillet

BP 60137

66000 Perpignan

France

   General insurance agent

* Hubert Fabre

SCP Denis Rozés et Hubert Fabre

9, rue de Villersexel

75007 Paris

France

   Notary

* Octave Manset

75, rue de la Tour

75016 Paris

France

   Vice-Chairman of the Board of Directors of AXA Assurances Vie Mutuelle


* Alain de Marcellus

Cap Gemini

11, rue de Tilsit

75017 Paris

France

   Manager of Group Financial Services of Cap Gemini

* François Martineau

Lussan / Societe d’avocats

282, boulevard Saint Germain

75007 Paris

France

   Attorney at law (France)
* Nicolas Moreau    Chairman & Chief Executive Officer of AXA France

* Mrs Dominique Paillet

9, route de Vienne

38090 Vaulx-Milieu

France

   Retired nurse (infirmière long séjour retraitée)

* Francois Pierson

Association Prévention Routiére

4 rue de Ventador

75001 Paris

France

   Chairman of Prévention Routiére

* Jean-Claude Puerto Salavert

UCAR

10, rue Louis Pasteur

92100 Boulogne Billancourt

France

   Chairman and Chief Executive Officer of UCAR

* Olivier Riché

47, rue de Verneuil

75007 Paris

France

   Chief Executive Officer of Cofitem-Cofimur
Jacques de Peretti    Chief Executive Officer - non Director of AXA Assurances Vie Mutuelle

 

* Director
EX-99.4 5 d598971dex994.htm EX-4 EX-4

Exhibit 4

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA FINANCIAL, INC.

The names of the Directors and the names and titles of the Executive Officers of AXA Financial, Inc. (“AXF”), which is the sole member of AXA Equitable Financial Services, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXF at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXF and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Henri de Castries (1)

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman of the Board and Chief Executive Officer, AXA

Chairman of the Board, AXF

*  Ramon de Oliveira (1)

580 Park Avenue

New York, NY 10065

   Managing Director, Investment Audit Practice, LLC

*  Denis Duverne (1)

AXA

25, avenue Matignon

75008 Paris

France

   Member of the Board and Deputy Chief Executive Officer, AXA

*  Barbara Fallon-Walsh

   Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc.

*  Dan Hale

900 20th Avenue South

Unit 1411

Nashville, TN 37212

   Former SVP and Chief Financial Officer, Allstate Corporation

*  Anthony J. Hamilton (2)

5 Old Broad St.

London

England ECN 1AD

   Non-Executive Chairman, AXA UK plc (life and plc insurance)


Name, Business Address

  

Present Principal Occupation

Dave S. Hattem

  

Senior Executive Vice President and General Counsel

Senior Executive Director and General Counsel, AXA Equitable Life Insurance Company

Michael B. Healy

  

Executive Vice President and Chief Information Officer

Executive Director and Chief Information Officer, AXA Equitable Life Insurance Company

*  Peter S. Kraus

AllianceBernstein

1345 Avenue of Americas

New York, NY 10105

   Chairman of the Board and Chief Executive Officer AllianceBernstein Holding L.P.

Nicholas B. Lane

  

Senior Executive Vice President and President, Retirement Savings

Senior Executive Director and President, Retirement Savings, AXA Equitable Life Insurance Company

Anders Malmström (3)

  

Senior Executive Vice President and Chief Financial Officer

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

*  Mark Pearson (2)

  

President and Chief Executive Officer

Chairman of the Board and Chief Executive Officer, AXA Equitable Life Insurance Company

Salvatore Piazzolla (4)

  

Senior Executive Vice President

Senior Executive Director—Chief Human Resources Officer, AXA Equitable Life Insurance Company

Amy S. Radin

  

Senior Executive Vice President and Chief Marketing Officer

Senior Executive Director and Chief Marketing Officer, AXA Equitable Life Insurance Company

*  Bertram L. Scott

Affinity Health Plans

2500 Halsey Street, #2

Bronx, NY 10461

   President and Chief Executive Officer, Affinity Health Plans

*  Lorie A. Slutsky

   President and Chief Executive Officer, The New York Community Trust (community foundation)


Name, Business Address

  

Present Principal Occupation

*  Richard C. Vaughan

   Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of Italy
EX-99.5 6 d598971dex995.htm EX-5 EX-5

Exhibit 5

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA EQUITABLE FINANCIAL SERVICES, LLC

The names of the Directors and the names and titles of the Executive Officers of AXA Equitable Financial Services, LLC (“AXA Equitable Financial”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Equitable Financial and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Mark Pearson (1)

  

Chairman of the Board and Chief Executive Officer

Chairman of the Board and Chief Executive Officer, AXA Equitable Life Insurance Company

Joshua E. Braverman

  

Senior Executive Director and Treasurer

Senior Executive Director and Treasurer, AXA Equitable Life Insurance Company

Dave S. Hattem

  

Senior Executive Director and General Counsel

Senior Executive Director and General Counsel, AXA Equitable Life Insurance Company

Nick Lane

  

Senior Executive Director and President, Retirement Savings

Senior Executive Director and President, Retirement Savings, AXA Equitable Life Insurance Company

*  Anders Malmström (2)

  

Senior Executive Director and Chief Financial Officer

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

Kevin Molloy

  

Senior Executive Director

Senior Executive Director, AXA Equitable Life Insurance Company

Salvatore Piazzolla (3)

  

Senior Executive Vice President

Senior Executive Vice President – Chief Human Resources Officer, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the United Kingdom


(2) Citizen of Switzerland
(3) Citizen of Italy
EX-99.6 7 d598971dex996.htm EX-6 EX-6

Exhibit 6

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA EQUITABLE LIFE INSURANCE COMPANY

The names of the Directors and the names and titles of the Executive Officers of AXA Equitable Life Insurance Company (“AXA Equitable”), which is the sole member of Equitable Holdings, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXA Equitable at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Equitable and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Henri de Castries (1)

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman of the Board and Chief Executive Officer, AXA

Chairman of the Board, AXA Financial, Inc.

*  Ramon de Oliveira (1)

580 Park Avenue

New York, NY 10065

   Managing Director, Investment Audit Practice, LLC

*  Denis Duverne (1)

AXA

25, avenue Matignon

75008 Paris

France

   Member of the Board and Deputy Chief Executive Officer, AXA

*  Barbara Fallon-Walsh

   Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc.

*  Dan Hale

900 20th Avenue South

Unit 1411

Nashville, TN 37212

   Former SVP and Chief Financial Officer, Allstate Corporation

*  Anthony J. Hamilton (2)

5 Old Broad St.

London

England ECN 1AD

   Non-Executive Chairman, AXA UK plc (life and plc insurance)

Dave S. Hattem

  

Senior Executive Director and General Counsel

Senior Executive Vice President and General Counsel, AXA Financial, Inc.


Name, Business Address

  

Present Principal Occupation

Michael B. Healy

  

Executive Director and Chief Information Officer

Executive Vice President and Chief Information Officer, AXA Financial, Inc.

*  Peter S. Kraus

AllianceBernstein

1345 Avenue of Americas

New York, NY 10105

   Chairman of the Board and Chief Executive Officer AllianceBernstein Holding L.P.

Nicholas B. Lane

  

Senior Executive Director and President, Retirement Savings

Senior Executive Vice President and President, Retirement Savings, AXA Financial, Inc.

Anders Malmström (3)

  

Senior Executive Director and Chief Financial Officer

Senior Executive Vice President and Chief Financial Officer, AXA Financial, Inc.

*  Mark Pearson (2)

  

Chairman of the Board and Chief Executive Officer

President and Chief Executive Officer, AXA Financial, Inc.

Salvatore Piazzolla (4)

  

Senior Executive Director-Chief Human Resources Officer

Senior Executive Vice President, AXA Financial, Inc.

Amy S. Radin

  

Senior Executive Director and Chief Marketing Officer

Senior Executive Vice President and Chief Marketing Officer, AXA Financial, Inc.

*  Bertram L. Scott

Affinity Health Plans

2500 Halsey Street, #2

Bronx, NY 10461

   President and Chief Executive Officer, Affinity Health Plans

*  Lorie A. Slutsky

   President and Chief Executive Officer, The New York Community Trust (community foundation)

*  Richard C. Vaughan

   Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom


(3) Citizen of Switzerland
(4) Citizen of Italy
EX-99.7 8 d598971dex997.htm EX-7 EX-7

Exhibit 7

EXECUTIVE OFFICERS AND DIRECTORS

OF

ACMC, LLC

The names of the Directors and the names and titles of the Executive Officers of ACMC, LLC and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of ACMC, LLC at 1290 Avenue of the Americas, New York, New York, 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ACMC, LLC and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Nicholas Liolis

  

Senior Vice President and Chief Financial Officer

Managing Director and Chief Investment Officer, AXA Equitable Life Insurance Company

*  Anders Malmström (1)

  

Chairman of the Board, President and Chief Executive Officer

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of Switzerland
EX-99.9 9 d598971dex999.htm EX-9 EX-9

Exhibit 9

SECOND AMENDED AND RESTATED

VOTING TRUST AGREEMENT

This SECOND AMENDED AND RESTATED VOTING TRUST AGREEMENT (this “Agreement”), dated as of April 29, 2011, is entered into by and among AXA, a société anonyme organized under the laws of France (“AXA”), and each of the persons designated at the end of this Agreement as Voting Trustees (collectively with any predecessors or successors appointed pursuant hereto, the “Voting Trustees”).

WITNESSETH:

WHEREAS, on July 18, 1991, AXA invested $1 billion in The Equitable Life Assurance Society of the United States, a New York mutual life insurance company (“The Equitable”), by purchasing a secured note (the “Secured Note”) in the principal amount of $750 million and a surplus note (the “Surplus Note”) in the principal amount of $250 million from The Equitable;

WHEREAS, on July 22, 1992, The Equitable was converted from a mutual life insurance company to a stock life insurance company that was a wholly owned subsidiary of The Equitable Companies Incorporated, a Delaware corporation (the “Company”), pursuant to The Equitable’s Plan of Reorganization under Section 7312 of the New York Insurance Law, as amended (as so amended, the “Plan”);

WHEREAS, pursuant to the conditions set forth in the Investment Agreement dated as of July 18, 1991, among The Equitable, the Company and AXA, as amended (as so amended, the “Investment Agreement”), the Secured Note and the Surplus Note were exchanged for shares of the Common Stock, par value $.01 per share, of the Company (“Company Common Stock”) and, under certain circumstances, preferred stock of the Company;

WHEREAS, in connection with obtaining the approval of the Superintendent of Insurance of the State of New York (the ‘‘Superintendent”) of the Application of AXA, Midi Participations, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle and La Nouvelle Mutuelle Assurance for approval of the acquisition of control of The Equitable and Equitable Variable Life Insurance Company (“EVLICO”), AXA agreed to ensure that certain indirect shareholders of AXA cannot exercise control over the Company, The Equitable or EVLICO by establishing a voting trust (the “Trust”) as provided in a Voting Trust Agreement dated as of May 12, 1992 and amended by Amendment No. 1 dated as of January 22, 1997 (the “Original Voting Trust Agreement”);

WHEREAS, pursuant to the Trust except for all voting rights with respect to the Shares (as hereinafter defined) which will be vested in the Voting Trustees, the holders of Voting Trust Certificates issued hereunder will remain the beneficial owners of all Shares;


WHEREAS, on January 1, 1997, EVLICO was merged with and into The Equitable, with The Equitable as the surviving corporation;

WHEREAS, on September 3, 1999, the Company changed its name to AXA Financial, Inc. and, on September 7, 2004, The Equitable changed its name to AXA Equitable Life Insurance Company;

WHEREAS, the Original Voting Trust Agreement terminated on May 12, 2002 and was replaced by the Amended and Restated Voting Trust Agreement dated as of May 12, 2002 (the “Amended and Restated Voting Trust Agreement”), which will terminate on May 12, 2012;

WHEREAS, the Company indirectly owns another New York domiciled insurer, MONY Life Insurance Company (“MLIC”), which it acquired on July 8, 2004;

WHEREAS, AXA and the Voting Trustees desire to replace the Amended and Restated Voting Trust Agreement with this Second Amended and Restated Voting Trust Agreement; and

WHEREAS, AXA and the Voting Trustees have complied with the requirements set forth in Paragraphs 2(a), l l(c) and 21 of the Amended and Restated Voting Trust Agreement, including having received the Superintendent’s approval of the form of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions contained herein, the parties hereto agree as follows:

 

  1. ISSUANCE AND TRANSFER OF SHARES TO VOTING TRUSTEES.

(a) AXA shall promptly deposit, or shall cause its Subsidiaries (as defined in the Investment Agreement) to promptly deposit, with the Voting Trustees, as trustees of the Trust, certificates for all the shares of Company Common Stock and of Convertible Preferred Stock and other Preferred Stock (each as defined in the Investment Agreement) to be issued on and after the Effective Date (as defined in the Plan) in exchange for the Secured Note and the Surplus Note pursuant to the Investment Agreement (such shares, together with any shares deposited with the Voting Trustee pursuant to subparagraph (b) of this Paragraph 1 or any other provision of this Agreement, are hereinafter referred to as the “Shares”).

(b) In the event that AXA, any Investor Related Party (as defined in the Standstill and Registration Rights Agreement dated as of July 18, 1991, among the Company, The Equitable and AXA, as amended (as so amended, the “Standstill Agreement”)) or any other holder of a Voting Trust Certificate acquires, during the term of the Trust, additional shares of Company Common Stock, Convertible


Preferred Stock, Other Preferred Stock or any other stock of the Company having voting powers (as defined in Paragraph 22 hereof), AXA or such other holder shall promptly deposit, or AXA shall cause such Investor Related Party to promptly deposit, certificates for such additional shares with the Voting Trustees. Notwithstanding the foregoing, no person shall be required to deposit, and AXA shall not be required to cause any person to deposit, any shares of stock acquired by such person under circumstances in which, had the stock so acquired constituted Voting Securities (as defined in the Standstill Agreement), the acquisition would have been permitted under Section 2.2(a)(v) of the Standstill Agreement. No person other than AXA, any holder of Voting Trust Certificates or any Investor Related Party may deposit any shares of stock with the Voting Trustees.

(c) All certificates for shares deposited with the Voting Trustees pursuant to this Agreement shall be duly endorsed or accompanied by duly executed stock powers or other instruments of transfer. Such certificates shall be surrendered by the Voting Trustees to the Company for cancellation in exchange for the issuance by the Company, following the filing of this Agreement in the registered office of the Company in the State of Delaware pursuant to Paragraph 26 hereof, to the Voting Trustees of new stock certificates registered in the name of the Voting Trustees, as trustees of the Trust. Upon receipt by them of certificates for Shares pursuant to subparagraph (a) or (b) of this Paragraph 1, the Voting Trustees shall issue and deliver to AXA, such Investor Related Party or such other holder, as applicable, Voting Trust Certificates in the form set forth in Paragraph 14 hereof evidencing the number and class of Shares so deposited.

(d) In the event AXA is required to deliver or cause to be delivered shares of Company Common Stock to the Company pursuant to Section 1.2(b) of the Investment Agreement, AXA shall so notify the Voting Trustees and the Voting Trustees shall give written notice to the holders of the Voting Trust Certificates of the number of shares of Company Common Stock so required to be delivered to the Company. The holders of the Voting Trust Certificates shall promptly deliver to the Voting Trustees Voting Trust Certificates representing the number of shares of Company Common Stock to be so delivered, on a pro rata basis, and the Voting Trustees shall deliver the required shares to the Company. Following the delivery of such shares to the Company, the Voting Trustees shall issue and deliver to the holders thereof Voting Trust Certificates for the balance of the Shares that were represented by the surrendered Voting Trust Certificates.

 

  2. VOTING TRUSTEES.

(a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in


writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Board of Directors or any equivalent governing body of AXA or either a member of the Management Committee or Executive Committee of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. (“Generali”) or of BNP Paribas (“Paribas”) or any affiliate of either of them (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the “Qualifications”). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Board of Directors or equivalent governing body of AXA or either a member of the Management Committee or Executive Committee of AXA. Unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, any Voting Trustee shall be disqualified from serving as a Voting Trustee upon obtaining a position referred to in clause (ii) of the preceding sentence, unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment.

(b) Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustees of such counterpart at the registered office of the Company in the State of Delaware such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as though such successor had been originally a party to this Agreement as a Voting Trustee.

(c) Subject to subparagraph (a) of this Paragraph 2 and to the next sentence of this subparagraph (c), nothing contained in this Agreement shall preclude any Voting Trustee from acting as a director, officer or employee of the Company or any affiliate thereof, nor from purchasing, selling, owning, holding or dealing in shares of stock of the Company or any affiliate thereof, contracting with the Company or any affiliate thereof, or being pecuniarily interested in any transaction to which the Company or any affiliate thereof may be a party or in which any of them may in any way be interested, as fully as though such person were not a Voting Trustee. Notwithstanding the foregoing, the Voting Trustees shall not take any action described in


the preceding sentence if doing so would interfere with the purposes of this Agreement or with the fulfillment of their duties hereunder, and in particular their duties under Paragraph 4(c) hereof.

 

  3. ACTION BY VOTING TRUSTEES.

The Voting Trustees may act by a unanimous written consent signed by all the Voting Trustees or by the affirmative vote of at least two Voting Trustees at a meeting called by any Voting Trustee upon two days’ notice to the other Voting Trustees, unless such notice is waived by each Voting Trustee not receiving such notice. Two Voting Trustees shall constitute a quorum for the transaction of business at a meeting thereof. The Voting Trustees shall have the power to designate one Voting Trustee to execute certificates and other documents on behalf of all of them in furtherance of their collective decisions. The Voting Trustees may, from time to time, adopt and/or amend their own rules of procedure, and shall record and keep records of all their proceedings at their office.

 

  4. RIGHTS AND POWERS OF VOTING TRUSTEES.

(a) The Voting Trustees shall possess and be entitled to exercise, subject to the provisions hereof and the Restated Certificate of Incorporation and By-laws of the Company and applicable law, all the rights and powers of registered owners of the Shares as long as they are subject to the Trust, including, but without limitation, the right and power (i) to vote and exercise all other rights with respect to the Shares, either in person or by proxy, on every matter for which the Shares may be voted, or to give written consent in lieu of voting thereon, (ii) to waive notice of any regular or special meeting of stockholders of the Company, (iii) to call meeting of the stockholders of the Company and (iv) to exercise all other voting rights and powers pertaining to ownership of the Shares; it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Agreement or by or under any other agreement express or implied, other than any proxy granted by the Voting Trustees with respect to the Shares. Notwithstanding the foregoing, the Voting Trustees agree that, in voting any Voting Securities (as defined in the Standstill Agreement) deposited with them, they will comply with all of the requirements of Section 4.1(a) of the Standstill Agreement applicable to AXA with respect to the voting of Voting Securities owned by AXA, and that the Voting Trustees will not take any action not permitted to be taken by AXA pursuant to such Section 4.1(a), in each case until the termination of such Section 4.1(a).

(b) The Voting Trustees are authorized to become parties to or prosecute or defend or intervene in any suits or legal proceedings in their capacity as stockholders of the Company, and AXA and the holders from time to time of the Voting Trust Certificates agree to hold the Voting Trustees harmless from any action or omission by any of the Voting Trustees in any such suit or legal proceeding.


(c) The duties of the Voting Trustees under this Agreement shall include exercising their powers under this Agreement with a view to ensuring that certain indirect shareholders of AXA do not exercise control over (i) the Company or The Equitable, as contemplated by the fourth “WHEREAS” clause of this Agreement; and (ii) MLIC. Subject to the preceding sentence, in exercising the rights and powers described in subparagraph (a) above, the Voting Trustees shall act in good faith as reasonably prudent business persons to protect the legitimate economic interests of the holders of Voting Trust Certificates in the Company.

 

  5. DIVIDENDS.

(a) The Voting Trustees shall instruct the Company to pay all dividends and distributions upon the Shares deposited with the Voting Trustees, other than any dividend or distribution paid in shares of stock of the Company having voting powers, directly to the holders of the Voting Trust Certificates. Upon such instructions being given by the Voting Trustees to the Company, all liability of the Voting Trustees with respect to such dividends and distributions shall cease, except that the Voting Trustees shall be obligated to pay to the holders any dividend or distribution paid by the Company to the Voting Trustees in contravention of the instructions given by the Voting Trustees. All such dividends and distributions shall be paid to such holders ratably, in accordance with the number and class of Shares represented by their respective Voting Trust Certificates and in no event shall the Voting Trustees accumulate or reinvest any such dividends or distributions.

(b) If any dividend or distribution in respect of the Shares deposited with the Voting Trustees is paid, in whole or in part, in shares of stock of the Company having voting powers, the Voting Trustees shall hold, subject to the terms of this Agreement, the certificates tor such shares that are received by them on account of such dividend or distribution, and the holder of each Voting Trust Certificate representing Shares on which such dividend or distribution has been paid shall be entitled to receive a Voting Trust Certificate issued under this Agreement for the number and class of Shares so paid with respect to the Shares represented by such Voting Trust Certificate.

(c) Holders of Voting Trust Certificates entitled to receive the dividends or distributions, or Voting Trust Certificates in respect thereof, described in this Paragraph 5 shall be those holders registered as such on the transfer books of the Voting Trustees at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its stock entitled to receive such dividends or distributions.

 

  6. SUBSCRIPTION RIGHTS.

In case any stock or other securities of the Company arc offered for subscription to the holders of Shares deposited hereunder, the Voting Trustees, promptly upon


receipt of notice of such offer, shall mail a copy thereof to each of the holders of the Voting Trust Certificates. If the subscription offer does not consist of stock having voting powers, the holders of Voting Trust Certificates shall be entitled to subscribe directly in proportion to their interests, as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall take such actions as shall be requested by such holders in order to facilitate such subscription. If the subscription offer consists of stock having voting powers, then upon receipt by the Voting Trustees on or before the last day fixed by the Company for subscription and payment of a request from any such holder of a Voting Trust Certificate to subscribe for shares of such stock on its behalf, accompanied by the sum of money required to pay for such stock, the Voting Trustees shall make such subscription and payment. Upon receiving from the Company the certificates for stock so subscribed for, the Voting Trustees shall issue to such holder a Voting Trust Certificate in respect thereof.

 

  7. DISSOLUTION OF THE COMPANY.

In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Voting Trustees shall instruct the Company to make any distribution of moneys, securities, rights or property in respect of the Shares deposited with the Voting Trustees directly to the holders of Voting Trust Certificates in proportion to their interests, as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall distribute to such holders any distribution received by the Voting Trustees in contravention of such instructions. In no event shall the Voting Trustees accumulate or reinvest any such moneys, securities, rights or property.

 

  8. REORGANIZATION OF THE COMPANY.

In the event the Company is merged into or consolidated with another corporation, or all or substantially all of the assets of the Company arc transferred to another corporation, then in connection with such merger, consolidation or transfer the term “Company” for all purposes of this Agreement shall be deemed to include such successor corporation, and the Voting Trustees shall receive and hold under this Agreement any stock of such successor corporation having voting powers received on account of the ownership, as voting Trustees hereunder, of the shares held hereunder prior to such merger, consolidation or transfer. Voting Trust Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or transfer may remain outstanding, or the Voting Trustees may, in their discretion, substitute for such Voting Trust Certificates new Voting Trust Certificates in appropriate form, and the terms “Shares” and “stock” as used herein shall be deemed to include any stock having voting powers which may be received by the Voting Trustees in connection with such merger, consolidation or transfer. Any other moneys, securities, rights or property received by the Voting Trustees in connection with such merger, consolidation or transfer to which the beneficial owners of the Shares deposited hereunder arc entitled shall be distributed promptly by the Voting Trustees among the holders of Voting Trust Certificates in proportion to their interests, as shown by the transfer books of the Voting Trustees, and in no event shall the Voting Trustees accumulate or reinvest any such moneys, securities, rights or property.


  9. TRANSFER OF SHARES.

(a) In the event of a proposed transfer of all or any part of the Shares by a holder of a Voting Trust Certificate to a transferee other than AXA or any other person to which the transfer of Voting Trust Certificates would be permissible pursuant to Paragraph 15, such holder shall deliver to the Voting Trustees written notice of such proposed transfer, along with a certification by such holder of the intention of the holder to make such transfer and the Voting Trust Certificates representing the Shares proposed to be transferred. The certification shall be in such form as is determined by the Voting Trustees. Within three days after the receipt of such notice and certification, the Voting Trustees shall deliver to such holder certificates for the number and class of Shares proposed to be transferred properly endorsed to the proposed transferees and shall cancel the Voting Trust Certificates surrendered by such holder. The Voting Trustees shall concurrently issue and deliver to such holder Voting Trust Certificates for the balance of the Shares that were represented by the surrendered Voting Trust Certificates. In the event that the proposed transfer is not completed within five days following the delivery of such certificates to such holder, the holder shall redeposit such certificates with the Voting Trustees in accordance with the provisions of this Agreement and shall be issued new Voting Trust Certificates with respect thereto.

(b) In the event that any shares of Other Preferred Stock are deposited with the Voting Trustees hereunder, the Voting Trustees shall take such actions as AXA shall request in order to enable AXA or any Investor Related Party to deliver any or all of such shares to the Company in connection with any exercise by AXA or such Investor Related Party of AXA’s preemptive rights to acquire certain securities of the Company under Section 2.3 of the Standstill Agreement. Further, the Voting Trustees shall take such actions as the holders of Voting Trust Certificates shall request in order to permit the redemption by the Company of any Shares represented by the Voting Trust Certificates held by such holders. In addition, the Voting Trustees shall take such actions as the holders of Voting Trust Certificates representing shares of Convertible Preferred Stock shall request in order to permit such holders to convert such shares into shares of Common Stock. In no event shall the Voting Trustees deliver any Shares to the Company or to any other person under this subparagraph (b) unless they have received Voting Trust Certificates representing the Shares proposed to be delivered. The Voting Trustees shall promptly issue and deliver to the appropriate holders Voting Trust Certificates for the balance of any Shares represented by Voting Trust Certificates surrendered by such holders. Any shares of stock of the Company having voting powers that are acquired by any holders of Voting Trust Certificates as the result of any action described in this subparagraph (b) will be deposited with the Voting Trustees pursuant to Paragraph 1(b) hereof.

 

  10. COMPENSATION OF VOTING TRUSTEES.

Each Voting Trustee shall receive for his services hereunder from AXA the sum of $20,000 per annum, or such other amount as may be agreed in writing by AXA and all the holders of the then issued and outstanding Voting Trust Certificates. The Voting Trustees at the


expense of AXA may employ, consistent with their duties expressed in subparagraph 4(c) hereof, counsel and such other assistance as they may deem necessary in the performance of their functions.

 

  11. TERM; RENEWAL; TERMINATION PROCEDURE.

(a) The Trust shall continue for a period of ten years from the date of this Agreement, subject to the right of the parties to this Agreement to renew the same as set forth below. Notwithstanding the foregoing, the Trust and this Agreement may be terminated at any time by a written instrument signed by the Voting Trustees and the holders of all the Voting Trust Certificates, unless either Generali or Paribas then directly or indirectly owns, controls or holds with the power to vote 10 percent or more of the voting securities of any holder of Voting Trust Certificates that controls, within the meaning of Section 1501(a)(2) of the New York Insurance Law, The Equitable or MLIC, in which case the prior written approval of the Superintendent shall also be required. In addition, the Trust and this Agreement shall automatically terminate when the Voting Trustees no longer hold any Shares hereunder. Further, the Trust shall be freely revocable and this Agreement freely terminable by AXA by notice to the Voting Trustees and the holders of Voting Trust Certificates upon the earlier of (i) the date The Equitable and MLIC are no longer licensed by the Superintendent to do an insurance business in the State of New York and (ii) the date the Company no longer directly or indirectly owns, controls or holds with the power to vote 10 percent or more of the voting securities of The Equitable or MLIC. Except as otherwise provided herein, the Trust and this Agreement shall not be terminable and Shares may not be withdrawn from the Trust.

(b) At least six months prior to the termination of the Trust pursuant to the first sentence of Paragraph 11(a), the Voting Trustees shall mail written notice of such termination to the Superintendent and to the holders of the outstanding Voting Trust Certificates, at their addresses as they appear on the transfer books of the Voting Trustees.

(c) At any time after notice of the expiration of the Trust and prior to the date of such expiration, one or more holders of Voting Trust Certificates hereunder may, by agreement in writing with the Voting Trustees, renew the Trust as to the Shares represented by their Voting Trust Certificates for an additional period; provided that no such renewal agreement shall be entered into without the prior written approval of the Superintendent. The Voting Trustees shall, prior to the time of expiration of the Trust, deliver a copy of the renewal agreement to the Superintendent and file copies thereof in the registered office of the Company in the State of Delaware and in the office of the Voting Trustees maintained for such purpose. Such renewal shall have the effect of creating a new voting trust as to the Shares to which the renewal applies, except that such Shares shall remain in the name and possession of the Voting Trustees as if no termination had occurred. Such renewal shall have no effect on the termination of the Trust as to the remaining shares of the Company not subject to the renewal agreement,


which shall be tendered in accordance with the provisions relating to termination hereunder. No such renewal agreement shall extend the term of this Agreement beyond the maximum period permitted by applicable law or affect the rights or obligations of persons not parties thereto.

(d) Upon termination of the Trust, the Voting Trust Certificates shall cease to have any effect, and the holders of such Voting Trust Certificates shall have no further rights under this Agreement other than to receive (i) certificates for Shares or other property distributable under the terms hereof upon the surrender of such Voting Trust Certificates and (ii) any dividends or distributions paid to the Voting Trustees in contravention of their instructions to the Company as described herein. Promptly after the termination of the Trust, the Voting Trustees shall deliver to the holders of Voting Trust Certificates, at their addresses as they appear on the transfer books of the Voting Trustees, properly endorsed certificates for the number and class of Shares represented by the Voting Trust Certificates actually received from them and thereafter the Voting Trustees shall have no responsibility or liability with respect to the Shares, other than with respect to any such dividends or distributions.

 

  12. LIABILITY OF VOTING TRUSTEES.

The Voting Trustees shall exercise their best judgment in voting the Shares or otherwise in acting hereunder but shall not be liable to any person hereunder for anything done or suffered or omitted in connection therewith except for their own individual willful misconduct or gross negligence. No Voting Trustee shall be required to give any bond or other security for the discharge of his duties.

 

  13. INDEMNIFICATION.

AXA shall indemnify and hold harm less each Voting Trustee and his executors, administrators and heirs from and against any and all liabilities obligations, losses, damages, penalties, taxes, claims, suits, costs, expenses or disbursements (including without limitation legal fees and expenses) of any kind and nature (“Losses”) resulting from or arising out of this Agreement or the enforcement of any of the terms hereof or in any way relating to or arising out of the administration of the Trust or the action or inaction of such Voting Trustee hereunder, except to the extent that any such Losses arise out of or result from the individual willful misconduct or gross negligence of such Voting Trustee in the performance of his duties hereunder.

 

  14. FORM OF VOTING TRUST CERTIFICATES.

The Voting Trust Certificates shall be in the following form:

No.              Shares

(Describe class of stock)


AXA FINANCIAL, INC.

A DELAWARE CORPORATION

VOTING TRUST CERTIFICATE FOR STOCK

This certificate is issued, received and held under, and the rights of the holder hereof are subject to, the terms of the Second Amended and Restated Voting Trust Agreement dated as of April 29, 2011 (the “Voting Trust Agreement”), by and among AXA, a société anonyme organized under the laws of France (“AXA”), and the Voting Trustees identified therein (and their successors in trust), and the holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of such Voting Trust Agreement as if such Voting Trust Agreement had been signed by him in person.

THE RIGHTS OF THE HOLDER TO TRANSFER THIS VOTING TRUST CERTIFICATE ARE SUBJECT TO AND LIMITED BY THE TERMS AND CONDITIONS OF THE VOTING TRUST AGREEMENT. A COPY OF SUCH AGREEMENT MAY BE EXAMINED AT THE REGISTERED OFFICE OF AXA FINANCIAL, INC., A DELAWARE CORPORATION (THE “COMPANY”), IN THE STATE OF DELAWARE OR IF NOT ON FILE AT SUCH OFFICE WILL BE FURNISHED BY THE VOTING TRUSTEES TO EACH HOLDER WHO REQUESTS A COPY.

This certifies that                     or registered assigns is entitled to all the benefits arising from the deposit with the Voting Trustees under the Voting Trust Agreement of certificates for shares of the stock of the Company as provided in the Voting Trust Agreement and subject to the terms thereof. Until the Voting Trustees shall have delivered the stock held under the Voting Trust Agreement to or as directed by the holders of the Voting Trust Certificates as provided in the Voting Trust Agreement, the Voting Trustees shall possess and shall be entitled to exercise all rights and powers of a registered owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the holder hereof, or his assigns, under this certificate or any agreement, express or implied.

Under the Voting Trust Agreement, the holder hereof is required to deposit any shares of stock of the Company having voting powers which are acquired by the holder with the Voting Trustees under the Voting Trust Agreement.

The Voting Trustees shall instruct the Company to pay all dividends and distributions upon the shares deposited with the Voting Trustees, other than any dividend or distribution paid in shares of stock of the Company having voting powers, directly to the holders of the Voting Trust Certificates. Such dividend or distribution shall be paid to such holders ratably, in accordance with the number and class of shares represented by their respective Voting Trust Certificates.


If any dividend or distribution in respect of the shares deposited with the Voting Trustees is paid, in whole or in part, in shares of stock of the Company having voting powers, the Voting Trustees shall hold, subject to the terms of the Voting Trust Agreement, the certificates for such shares that arc received by them on account of such dividend or distribution, and the holder of each Voting Trust Certificate representing shares on which such dividend or distribution has been paid shall be entitled to receive a Voting Trust Certificate issued under the Voting Trust Agreement for the number and class of shares so paid with respect to the shares represented by such Voting Trust Certificate.

Holders of Voting Trust Certificates entitled to receive the dividends or distributions, or Voting Trust Certificates in respect thereof, described herein shall be those holders registered as such on the transfer books of the Voting Trustees at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its stock entitled to receive such dividends or distributions.

In the event of the dissolution or total or partial liquidation of the Company, the Voting Trustees shall instruct the Company to make any distribution of moneys, securities, rights or property in respect of the shares deposited with the Voting Trustees directly to the holders of the Voting Trust Certificates in proportion to their interests, as shown by the transfer books of the Voting Trustees, and the Voting Trustees shall distribute to such holders any amounts received by the Voting Trustees in contravention of such instructions.

Stock certificates for the number and class of shares of stock then represented by this certificate shall be due and deliverable hereunder upon the termination of the Voting Trust as provided in the Voting Trust Agreement.

The Voting Trust Agreement shall continue in full force and effect for a period of ten years from the date of the Voting Trust Agreement (subject to renewal), unless the Voting Trustees no longer hold any stock pursuant to the provisions of the Voting Trust Agreement or the Voting Trust Agreement and the Voting Trust are terminated by a written instrument signed by the Voting Trustees and the holders of all the Voting Trust Certificates, upon the written approval of the New York Superintendent of Insurance if required under the Voting Trust Agreement. In addition, the trust may be revoked and the Voting Trust Agreement terminated by AXA under the circumstances described in the Voting Trust Agreement. The Voting Trust Agreement may be renewed for successive periods, as provided therein. Subject to the restrictions on transfer contained in the Voting Trust Agreement, this certificate is transferable on the books of the Voting Trustees at their office maintained for that purpose, the location of which shall be designated by the Voting Trustees by notice from time to time, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Voting Trustees and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law and the Voting Trust Agreement, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by such holder, shall vest title hereto and all rights hereunder in any transferee permitted under the Voting Trust Agreement; provided, however, that the Voting Trustees may treat the registered holder hereof as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Voting Trustees shall not be bound or affected by any notice to the contrary


or by any notice of any trust, whether express, implied or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the shares of stock represented hereby; provided, however, that no delivery of stock certificates hereunder shall be required without surrender hereof properly endorsed.

This certificate shall not be valid for any purpose until duly signed by the Voting Trustees.

The word “Voting Trustees” as used in this certificate means the Voting Trustees or any successor Voting Trustees acting under such Voting Trust Agreement.

IN WITNESS WHEREOF, the Voting Trustees have signed this certificate on             ,         .

 

    

Voting Trustee

    

Voting Trustee

    

Voting Trustee

(Form of Assignment)

FOR VALUE RECEIVED                     hereby assigns the within certificate, and all rights and interest represented thereby, to                     and appoints                                         attorney to transfer this certificate on the books of the Voting Trustees mentioned therein, with full power of substitution.

 

    

Dated

Note: The signature on this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration, enlargement or any change whatever.


  15. TRANSFER OF CERTIFICATES.

(a) The Voting Trust Certificates may not be transferred to any person other than AXA, any Investor Related Party or any Affiliate (as such term is defined in the Investment Agreement) of AXA which, if not an Investor Related Party, agrees or has agreed in writing pursuant to the Standstill Agreement to be bound by the Standstill Agreement as if it were AXA. Notwithstanding the foregoing, in no event shall a Voting Trustee purchase, sell, own, hold or deal in Voting Trust Certificates. Subject to the foregoing limitations, the Voting Trust Certificates shall be transferable by the holders thereof on the transfer books of the Voting Trustees at their office maintained for such purpose, the location of which they shall designate by notice from time to time, according to the rules established for that purpose by the Voting Trustees, and the Voting Trustees may treat the registered holders as owners thereof for all purposes whatsoever, except that they shall not be required to deliver stock certificates hereunder without the surrender of such Voting Trust Certificates.

(b) If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Voting Trustees, in their discretion, may issue a duplicate of such certificate upon receipt of: (i) evidence of such fact satisfactory to them; (ii) indemnity satisfactory to them; (iii) the existing certificate, if mutilated; and (iv) their reasonable fees and expenses in connection with the issuance of a new Voting Trust Certificate.

 

  16. NOTICES.

(a) Unless otherwise in this Agreement specifically provided, any notice to or communication with any holder of Voting Trust Certificates other than AXA may be sent by mail, either regular, registered or certified with return receipt requested, addressed to such holder at its address appearing on the transfer books of the Voting Trustees.

(b) Any notice to AXA hereunder may be sent by registered or certified mail, return receipt requested, to AXA addressed as follows: Secretaire General, AXA, 23, avenue Matignon, 75008 Paris, France.

(c) Any notice to all of the Voting Trustees hereunder may be sent by registered or certified mail, return receipt requested, addressed to them at their office maintained for such purpose as designated by notice from time to time. Any notice from one Voting Trustee to the other Voting Trustees may be made in person or by mail or facsimile to them at their addresses as they appear in this Agreement, or at any other address as may be designated by notice from time to time.

(d) All distributions of cash, securities or other property hereunder by the Voting Trustees to the holders of Voting Trust Certificates may be made in the same manner as hereinabove provided for the giving of notices to the holders of Voting Trust Certificates.

(e) All notices concerning amendments, extensions or the termination of this Agreement or concerning the death, incapacity, resignation or disqualification of any of the Voting Trustees shall also be delivered to the Superintendent.


  17. CONTINUING AGREEMENT.

All Voting Trust Certificates issued as herein provided shall be issued, received and held subject to all the terms of this Agreement.

 

  18. GOVERNING LAW.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws, except to the extent the General Corporation Law of the State of Delaware is mandatorily applicable to the subject matter of any provision of this Agreement.

 

  19. COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

 

  20. COMPLETE AGREEMENT.

This Agreement contains the entire understanding of the parties hereto with respect to the matters covered hereby, except that this Agreement shall not supersede or otherwise modify in any respect any agreement of the parties hereto contained in the Standstill Agreement or the Investment Agreement.

 

  21. AMENDMENTS AND WAIVERS.

At any time prior to the termination of this Agreement, the Voting Trustees, AXA and the holders of Voting Trust Certificates may, by written agreement, amend or waive any of the provisions hereof; provided that any such amendment or waiver may only be made with the prior written consent of the Superintendent.

 

  22. HEADINGS; INTERPRETATION.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, any reference to stock of the Company “having voting powers’’ shall refer to Company Common Stock, Convertible Preferred Stock, Other Preferred Stock and any other stock of the Company having the power to vote in the election of directors of the Company, including without limitation any stock having such power only upon the occurrence of a default or any other extraordinary contingency.


  23. GENDER AND NUMBER.

In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular and the plural include one another.

 

  24. REMEDIES.

In the event of any breach of this Agreement, in addition to any legal remedies to the extent allowed by law, in recognition of the fact that remedies at law would not be sufficient, the parties hereto shall be entitled to equitable remedies, including without limitation specific performance and injunctive relief.

 

  25. FURTHER INSTRUMENTS.

Each party shall from time to time execute and deliver such further instruments as any other party may reasonably request to effectuate the intent of this Agreement.

 

  26. FILING IN REGISTERED OFFICE.

The Voting Trustees shall file or cause to be filed this Agreement, any amendment or renewal of this Agreement and any counterpart hereof executed by a successor Voting Trustee in the registered office of the Company in the State of Delaware.

 

  27. NON-WAIVER OF RIGHTS AND BREACHES.

No failure or delay of any party hereto or any holder of a Voting Trust Certificate in the exercise of any right given to such party or such holder hereunder shall constitute a waiver thereof unless the time specified herein for the exercise of such right has expired, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or of any other right. The waiver by a party hereto or any holder of a Voting Trust Certificate of any default of any party hereto or any such holder shall not be deemed to be a waiver of any subsequent default or other default by such party or such holder or any other party or holder.

 

  28. TRANSFER OF SHARES.

The Voting Trustees shall not have any power to sell, assign, transfer, encumber, pledge, grant any security interest in, or consent to the placement of any lien upon or against the Shares, except for transfers of such Shares upon the merger or consolidation of the Company with another corporation and otherwise as specifically provided in this Agreement.

 

  29. BENEFICIARIES.

This Agreement is for the exclusive benefit of the parties hereto and the holders of Voting Trust Certificates and is not intended to confer any rights on any other person except for the Superintendent.


IN WITNESS WHEREOF, AXA and each Voting Trustee have signed this Agreement as of the date first written above.

 

      AXA
      By:  

/s/ Denis Duverne

               Title:   Deputy CEO
VOTING TRUSTEE      

/s/ Henri de Castries

   

/s/ Denis Duverne

  Signature       Signature

Henri de Castries

   

Denis Duverne

  Name       Name

    

   

 

  Address       Address
     

/s/ Mark Pearson

      Signature
     

Mark Pearson

      Name
     

    

      Address
EX-99.14 10 d598971dex9914.htm EX-14 EX-14

Exhibit 14

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA RE ARIZONA COMPANY

The names of the Directors and the names and titles of the Executive Officers of AXA RE Arizona Company (formerly known as, AXA Financial (Bermuda), Ltd.) (“AXA Arizona”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Arizona and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Joshua E. Braverman

  

President and Chief Executive Officer

Senior Executive Director and Treasurer, AXA Equitable Life Insurance Company

*  William Casill

  

Vice President and Chief Operating Officer

Senior Vice President, AXA Equitable Life Insurance Company

*  Keith Floman

  

Executive Vice President

Managing Directors and Chief Actuary, AXA Equitable Life Insurance Company

*  Joseph M. Hennelly, Jr., Esq.

Hennelly and Steadman, PLC

322 West Roosevelt

Phoenix, AZ 85003

   Partner, Hennelly and Steadman, PLC

*  Anders Malmström (1)

  

Chairman of the Board

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the Switzerland
EX-99.15 11 d598971dex9915.htm EX-15 EX-15

Exhibit 15

EXECUTIVE OFFICERS AND DIRECTORS

OF

MONY LIFE INSURANCE COMPANY

The names of the Directors and the names and titles of the Executive Officers of MONY Life Insurance Company (“MONY Life”), and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of MONY Life at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MONY Life and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Henri de Castries (1)

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman of the Board and Chief Executive Officer, AXA

Chairman of the Board, AXA Financial, Inc.

*  Ramon de Oliveira (1)

580 Park Avenue

New York, NY 10065

   Managing Director, Investment Audit Practice, LLC

*  Denis Duverne (1)

AXA

25, avenue Matignon

75008 Paris

France

   Member of the Board and Deputy Chief Executive Officer, AXA

*  Barbara Fallon-Walsh

   Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc.

*  Dan Hale

900 20th Avenue South

Unit 1411

Nashville, TN 37212

   Former SVP and Chief Financial Officer, Allstate Corporation

*  Anthony J. Hamilton (2)

5 Old Broad St.

London

England ECN 1AD

   Non-Executive Chairman, AXA UK plc (life and plc insurance)


Name, Business Address

  

Present Principal Occupation

Dave S. Hattem

  

Senior Executive Vice President and General Counsel

Senior Executive Vice President and General Counsel, AXA Financial, Inc.

Michael B. Healy

  

Executive Vice President and Chief Information Officer

Executive Vice President and Chief Information Officer, AXA Financial, Inc.

*  Peter S. Kraus

AllianceBernstein

1345 Avenue of Americas

New York, NY 10105

   Chairman of the Board and Chief Executive Officer AllianceBernstein Holding L.P.

Nicholas B. Lane

  

Senior Executive Vice President and President, Retirement Savings

Senior Executive Vice President and President, Retirement Savings, AXA Financial, Inc.

Anders Malmström (3)

  

Senior Executive Vice President and Chief Financial Officer

Senior Executive Vice President and Chief Financial Officer, AXA Financial, Inc.

*  Mark Pearson (2)

  

Chairman of the Board and Chief Executive Officer

President and Chief Executive Officer, AXA Financial, Inc.

Salvatore Piazzolla (4)

  

Senior Executive Vice President

Senior Executive Vice President, AXA Financial, Inc.

Amy S. Radin

  

Senior Executive Vice President and Chief Marketing Officer

Senior Executive Vice President and Chief Marketing Officer, AXA Financial, Inc.

*  Bertram L. Scott

Affinity Health Plans

2500 Halsey Street, #2

Bronx, NY 10461

   President and Chief Executive Officer, Affinity Health Plans

*  Lorie A. Slutsky

   President and Chief Executive Officer, The New York Community Trust (community foundation)

*  Richard C. Vaughan

   Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group


 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of Italy
EX-99.16 12 d598971dex9916.htm EX-16 EX-16

Exhibit 16

EXECUTIVE OFFICERS AND DIRECTORS

OF

MONY LIFE INSURANCE COMPANY OF AMERICA

The names of the Directors and the names and titles of the Executive Officers of MONY Life Insurance Company of America (“MLOA”), and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of MLOA at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MLOA and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Henri de Castries (1)

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman of the Board and Chief Executive Officer, AXA

Chairman of the Board, AXA Financial, Inc.

*  Ramon de Oliveira (1)

580 Park Avenue

New York, NY 10065

   Managing Director, Investment Audit Practice, LLC

*  Denis Duverne (1)

AXA

25, avenue Matignon

75008 Paris

France

   Member of the Board and Deputy Chief Executive Officer, AXA

*  Barbara Fallon-Walsh

   Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc.

*  Dan Hale

900 20th Avenue South

Unit 1411

Nashville, TN 37212

   Former SVP and Chief Financial Officer, Allstate Corporation

*  Anthony J. Hamilton (2)

5 Old Broad St.

London

England ECN 1AD

   Non-Executive Chairman, AXA UK plc (life and plc insurance)

Dave S. Hattem

  

Senior Executive Vice President and General Counsel

Senior Executive Vice President and General Counsel, AXA Financial, Inc.


Name, Business Address

  

Present Principal Occupation

Michael B. Healy

  

Executive Vice President and Chief Information Officer

Executive Vice President and Chief Information Officer, AXA Financial, Inc.

*  Peter S. Kraus

AllianceBernstein

1345 Avenue of Americas

New York, NY 10105

   Chairman of the Board and Chief Executive Officer AllianceBernstein Holding L.P.

Nicholas B. Lane

  

Senior Executive Vice President and President, Retirement Savings

Senior Executive Vice President and President, Retirement Savings, AXA Financial, Inc.

Anders Malmström (3)

  

Senior Executive Vice President and Chief Financial Officer

Senior Executive Vice President and Chief Financial Officer, AXA Financial, Inc.

*  Mark Pearson (2)

  

Chairman of the Board and Chief Executive Officer

President and Chief Executive Officer, AXA Financial, Inc.

Salvatore Piazzolla (4)

  

Senior Executive Vice President

Senior Executive Vice President, AXA Financial, Inc.

Amy S. Radin

  

Senior Executive Vice President and Chief Marketing Officer

Senior Executive Vice President and Chief Marketing Officer, AXA Financial, Inc.

*  Bertram L. Scott

Affinity Health Plans

2500 Halsey Street, #2

Bronx, NY 10461

   President and Chief Executive Officer, Affinity Health Plans

*  Lorie A. Slutsky

   President and Chief Executive Officer, The New York Community Trust (community foundation)

*  Richard C. Vaughan

   Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group

 

* Director
(1) Citizen of the Republic of France


(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of Italy
EX-99.17 13 d598971dex9917.htm EX-17 EX-17

Exhibit 17

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA AMERICA HOLDINGS, INC.

The names of the Directors and the names and titles of the Executive Officers of AXA America Holdings, Inc. (“AXA America”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXA America at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA America and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Henri de Castries (1)

AXA

25, avenue Matignon

75008 Paris, France

   Chairman of the Board and Chief Executive Officer, AXA

*  Denis Duverne (1)

AXA

25, avenue Matignon

75008 Paris, France

  

Chairman and Chief Executive Officer

Member of the Board and Deputy Chief Executive Officer, AXA

*  Anders Malmström (2)

  

Senior Executive Vice President

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

*  Mark Pearson (3)

  

President

Chairman and Chief Executive Officer, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of Switzerland
(3) Citizen of the United Kingdom
EX-99.18 14 d598971dex9918.htm EX-18 EX-18

Exhibit 18

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA AMERICA CORPORATE SOLUTIONS, INC.

The names of the Directors and the names and titles of the Executive Officers of AXA America Corporate Solutions, Inc. (“AACS”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AACS at 125 Broad Street, New York, New York 10004. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AACS and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Cedric de Linares (1)

   Chairman of the Board

*  Klaus Endres (2)

   President and Chief Executive Officer

*  Robert Wolf

   Vice President and Treasurer

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the Federal Republic of Germany
EX-99.19 15 d598971dex9919.htm EX-19 EX-19

Exhibit 19

EXECUTIVE OFFICERS AND DIRECTORS

OF

COLISEUM REINSURANCE COMPANY

The names of the Directors and the names and titles of the Executive Officers of Coliseum Reinsurance Company (“Coliseum”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of Coliseum at 125 Broad Street, New York, New York 10004. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Coliseum and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*    Cedric de Linares (1)

   Chairman of the Board

*    Klaus Endres (2)

   President and Chief Executive Officer

*    Robert Wolf

   Vice President, Chief Financial Officer & Treasurer

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the Federal Republic of Germany
EX-99.20 16 d598971dex9920.htm EX-20 EX-20

Exhibit 20

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA IM ROSE INC.

The names of the Directors and the names and titles of the Executive Officers of AXA IM Rose Inc. (“AXA IM Rose”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXA IM Rose at One Fawcett Place, Greenwich, CT 06830. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA AM Rose and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Andrea Rossi (1)

Coeur Défense

100, Esplanade du Général de Gualle

92932 Paris La Défense

France

   Chief Executive Officer, AXA Investment Managers

Jurgen Frietsch

   Chief Operating Officer

*  Christophe Coquema (2)

Coeur Défense

100, Esplanade du Général de Gaulle

92932 Paris La Défense

France

   Chief Operating Officer, AXA Investment Managers

 

* Director
(1) Citizen of Italy
(2) Citizen of the Republic of France