0001193125-13-481053.txt : 20131220 0001193125-13-481053.hdr.sgml : 20131220 20131220162804 ACCESSION NUMBER: 0001193125-13-481053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20131220 DATE AS OF CHANGE: 20131220 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: 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 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: 131291869 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 d648038dsc13da.htm AMENDMENT NO. 18 TO SCHEDULE 13D AMENDMENT NO. 18 TO SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

 

 

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

December 20, 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)

1.5% - 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)

1.5% - 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 (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)

1.5% - See Item 5

 

14  

TYPE OF REPORTING PERSON (See Instructions)

IC

 

 

4


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)

1.5% - 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

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)

1.5% - 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

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)

1.5% - See Item 5

 

14  

TYPE OF REPORTING PERSON (See Instructions)

IN

 

 

7


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)

1.5% - 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 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)

1.5% - See Item 5

 

14  

TYPE OF REPORTING PERSON (See Instructions)

HC, CO

 

 

9


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)

1.5% - See Item 5

 

14  

TYPE OF REPORTING PERSON (See Instructions)

HC, OO

 

 

10


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 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)

1.5% - See Item 5

 

14  

TYPE OF REPORTING PERSON (See Instructions)

IC, CO

 

 

11


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 Items 4 and 5

 

     8    

SHARED VOTING POWER

 

     9    

SOLE DISPOSITIVE POWER

1,444,356 - 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)

1.5% - See Item 5

 

14  

TYPE OF REPORTING PERSON (See Instructions)

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 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

 

 

15


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

 

 

16


This Amendment No. 18 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”), Amendment No. 16 to the Schedule 13D filed on December 16, 2011 (“Amendment No. 16”), and Amendment No. 17 to the Schedule 13D filed on September 23, 2013(“Amendment No. 17) 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 a 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 AXFS (viii) ACMC, LLC, a Delaware limited liability company (“ACMC”), (ix) AXA America Corporate Solutions, Inc., a Delaware

 

17


corporation, which is a wholly owned subsidiary of AXA America (“AACS”), (x) Coliseum Reinsurance Company, a Delaware corporation, which is a wholly owned subsidiary of AACS (“Coliseum”), (xi) MONY Life Insurance Company of America, an Arizona stock life insurance company, which is a wholly owned subsidiary of AXFS (“MLOA”) and (xii) 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, AACS, Coliseum, 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’ 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 December 20, 2013, 100% of the outstanding shares of common stock of AXF were beneficially owned indirectly by AXA. AXF and its subsidiaries (including AXA Equitable 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 Equitable, which in turn wholly owns ACMC, and (ii) MLOA. ACMC, AXFS and AXF are holding companies. The address of the principal place of business and office of AXF, AXFS, AXA Equitable, ACMC and MLOA is 1290 Avenue of the Americas, New York, New York 10104.

 

18


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.

MONY Life Insurance Company. MONY Life Insurance Company was sold on October 1, 2013.

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, Connecticut 06830.

The (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal place of 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 18 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 18 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 December 20, 2013, ACMC transferred 10,914,179 AB Capital Units to its sole member, AXA Equitable. Upon receipt of the 10,914,179 AB Capital Units, AXA Equitable immediately transferred these AB Capital Units to its sole shareholder, AXFS. Upon receipt of the 10,914,179 AB Capital Units, AXFS immediately transferred these AB Capital Units to its sole member, AXF.

The transfers of the AB Capital Units described above are internal transfers within AXA and its affiliates (the “AXA Group”) for capital management purposes 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.

 

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 December 20, 2013 and immediately following the transactions described in Item 4 above, AXA America did not beneficially own directly any Units or AB

 

19


Capital Units; AXF did not beneficially own directly any Units and beneficially owned directly 33,032,758 AB Capital Units representing approximately 12.3% 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 1.5% of the Units outstanding and 84,406,933 AB Capital Units representing approximately 31.5% of the AB Capital Units outstanding; 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 3.0% of the AB Capital Units outstanding; 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 15.6% of the AB Capital Units outstanding. ACMC, AXF, 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 1.5% of the Units outstanding, and the 84,406,933 AB Capital Units owned directly by ACMC, the 33,032,758 AB Capital Units owned directly by AXF, 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 47.8% 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 1.5% of the Units outstanding, and the 84,406,933 AB Capital Units owned directly by ACMC and the 2,587,472 AB Capital Units owned directly by MLOA, which, together with the 33,032,758 AB Capital Units owned directly by AXF, represent approximately 44.7% 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 1.5% of the Units outstanding, and the 84,406,933 AB Capital Units owned directly by ACMC representing 31.5% 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 1.5% of the Units outstanding, and the 84,406,933 AB Capital Units owned directly by ACMC, and the 2,587,472 AB Capital Units owned directly by MLOA which collectively represent approximately 32.4% 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 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.

 

20


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 18 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 18 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 18 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 18 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
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

 

21


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 (incorporated by reference to Exhibit 9 filed with Amendment No. 17 to the Schedule 13D filed on September 23, 2013)
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 MONY Life Insurance Company of America
Exhibit 15    Information with respect to the Executive Officers and Directors of AXA America Holdings, Inc.
Exhibit 16    Information with respect to the Executive Officers and Directors of AXA America Corporate Solutions, Inc.
Exhibit 17    Information with respect to the Executive Officers and Directors of Coliseum Reinsurance Company
Exhibit 18    Information with respect to the Executive Officers and Directors of AXA IM Rose Inc.
Exhibit 19    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)

 

22


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: December 20, 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: December 20, 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: December 20, 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: December 20, 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: December 20, 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: December 20, 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: December 20, 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 d648038dex991.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 of Directors 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)

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

Thomas Buberl (2)

AXA Konzern AG

Colonia-Allee 10-20

51067 Koln

Germany

  

Chief Executive Officer of AXA Konzern AG

(Germany)


Name, Business Address

  

Present Principal Occupation

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

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


Name, Business Address

  

Present Principal Occupation

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 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 d648038dex992.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

75016Paris

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 Ventadour

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 d648038dex993.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 Board of Directors 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 Ventadour

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 d648038dex994.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 Head of U.S. Life

and Retirement

Senior Executive Director and Head of U.S. Life and

Retirement, 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

Sharon Ritchey

  

Senior Executive Vice President and Chief Operating

Officer

Senior Executive Director and Chief Operating 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


Name, Business Address

  

Present Principal Occupation

* 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

Robert O. (“Bucky”) Wright

  

Senior Executive Vice President and Head of Wealth

Management

Senior Executive Director and Head of Wealth

Management, AXA Equitable Life Insurance Company

 

* 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 d648038dex995.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

   Michael B. Healy

  

Executive Director and Chief Information Officer

Executive Director and Chief Information Officer, AXA

Equitable Life Insurance Company

   Nick Lane

  

Senior Executive Director and Head of U.S. Life and

Retirement

Senior Executive Director and Head of U.S. Life and

Retirement, 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 Director and Chief Human Resources

Officer

Senior Executive Director and Chief Human Resources

Officer, AXA Equitable Life Insurance Company


Name, Business Address

  

Present Principal Occupation

   Amy Radin

  

Senior Executive Director and Chief Marketing Officer

Senior Executive Director and Chief Marketing Officer,

AXA Equitable Life Insurance Company

   Sharon Ritchey

  

Senior Executive Director and Chief Operating Officer

Senior Executive Director and Chief Operating Officer,

AXA Equitable Life Insurance Company

   Robert O. (“Bucky”) Wright

  

Senior Executive Director and Head of Wealth

Management

Senior Executive Director and Head of Wealth

Management, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the United Kingdom
(2) Citizen of Switzerland
(3) Citizen of Italy
EX-99.6 7 d648038dex996.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 Head of U.S. Life and

Retirement

Senior Executive Vice President and Head of U.S. Life

and Retirement, 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.

   Sharon Ritchey

  

Senior Executive Director and Chief Operating Officer

Senior Executive Vice President and Chief Operating

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


Name, Business Address

  

Present Principal Occupation

   Robert O. (“Bucky”) Wright

  

Senior Executive Director and Head of Wealth

Management

Senior Executive Vice President and Head of Wealth

Management, AXA Financial, Inc.

 

* 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 d648038dex997.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-99.14 9 d648038dex9914.htm EX-14 EX-14

Exhibit 14

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)


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 Head of U.S. Life

and Retirement

Senior Executive Vice President and Head of U.S. Life

and Retirement, 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.

    Sharon Ritchey

  

Senior Executive Vice President and Chief Operating

Officer

Senior Executive Vice President and Chief Operating

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


Name, Business Address

  

Present Principal Occupation

*  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

    Robert O. (“Bucky”) Wright

  

Senior Executive Vice President and Head of Wealth

Management

Senior Executive Director and Head of Wealth

Management, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of Italy
EX-99.15 10 d648038dex9915.htm EX-15 EX-15

Exhibit 15

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-99.16 11 d648038dex9916.htm EX-16 EX-16

Exhibit 16

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

*  Tom Taylor (2)

   President and Chief Executive Officer

*  Robert Wolf

   Vice President and Treasurer

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
EX-99.17 12 d648038dex9917.htm EX-17 EX-17

Exhibit 17

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

*  Tom Taylor (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 United Kingdom
EX-99.18 13 d648038dex9918.htm EX-18 EX-18

Exhibit 18

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