UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
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)
Anders Malmström
Senior Executive Vice President and Chief Financial Officer
AXA Financial, Inc.
1290
Avenue of the Americas
New York, New York 10104
(212) 554-1234
(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 31, 2015
(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 persons 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)
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA 98-0342809 |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION France |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
See Item 5 |
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
See Item 5 |
11 |
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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 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) HC, CO |
2
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Assurances I.A.R.D. Mutuelle |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) x (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION France |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
See Item 5 |
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
See Item 5 |
11 |
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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 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) IC |
3
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Assurances Vie Mutuelle |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) x (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION France |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
See Item 5 |
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
See Item 5 |
11 |
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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 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) IC |
4
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Henri de Castries, as AXA Voting Trustee |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Citizen of the Republic of France |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
See Item 5 |
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
See Item 5 |
11 |
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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 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) IN |
5
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Denis Duverne, as AXA Voting Trustee |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Citizen of the Republic of France |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
See Item 5 |
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
See Item 5 |
11 |
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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 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) IN |
6
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mark Pearson, as AXA Voting Trustee |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Citizen of the United Kingdom |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
See Item 5 |
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
See Item 5 |
11 |
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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 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) IN |
7
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA America Holdings, Inc. 90-0226248 |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,356 - See Item 5 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) HC, CO |
8
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Financial, Inc. 13-3623351 |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,356 - See Item 5 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) HC, CO |
9
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Equitable Financial Services, LLC 52-2197822 |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
3 |
|
SEC USE ONLY
|
4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
|
SOLE VOTING POWER
See Item 5 |
|
8 |
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SHARED VOTING POWER
|
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9 |
|
SOLE DISPOSITIVE POWER
See Item 5 |
|
10 |
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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 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) HC, OO |
10
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AXA Equitable Life Insurance Company 13-5570651 |
2 |
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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 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION New York |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
See Item 5 |
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8 |
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SHARED VOTING POWER
|
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9 |
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SOLE DISPOSITIVE POWER
See Item 5 |
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10 |
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SHARED DISPOSITIVE POWER
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,356 - See Item 5 |
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.4% - See Item 5 |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) IC, CO |
11
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
ACMC, LLC 13-2677213 |
2 |
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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 |
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SHARED VOTING POWER
|
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9 |
|
SOLE DISPOSITIVE POWER
1,444,356 - See Item 5 |
|
10 |
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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) 1.4% - See Item 5 |
14 |
|
TYPE OF REPORTING PERSON (See
Instructions) CO |
12
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1 |
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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
|
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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
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1 |
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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
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1 |
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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
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1 |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA-IM HOLDING U.S. INC. 68-0461436 |
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
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. 19 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),
Amendment No. 17 to the Schedule 13D filed on September 23, 2013 (Amendment No. 17), and Amendment No. 18 to the Schedule 13D filed on December 20, 2013 (Amendment No. 18) 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
17
limited liability company (ACMC), (ix) AXA America Corporate Solutions, Inc., a Delaware 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 Holding U.S. Inc., a Delaware corporation, which is a 96.23% indirectly owned subsidiary of AXA (AXA-IM Holding). AXA, the
Mutuelles AXA, the Trustees, AXA America, AXF, AXFS, AXA Equitable, ACMC, AACS, Coliseum, MLOA, and AXA-IM Holding 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 AXAs principal business and office is 25, avenue Matignon, 75008 Paris, France. As of December 31, 2014, the Mutuelles AXA, directly beneficially owned 14.03% of AXAs ordinary shares (representing
23.61% of the voting power). In addition, as of December 31, 2014, 0.02% 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 AXAs principal
place of business and office is 313 Terrasses de lArche, 92727 Naterre Cedex, 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 Americas principal
place of business and office is 1290 Avenue of the Americas, New York, New York 10104. The address of each of AACS and Coliseums 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 31, 2015, 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 and ACMC is 1290 Avenue of the Americas, New York, New York 10104 and of MLOA is 525 Washington Boulevard, Jersey City, New Jersey 07310.
18
AXA-IM Rose Inc. AXA-IM Rose Inc. (AXA-IM Rose) was merged into AXA-IM Holding
as of January 1, 2016.
AXA-IM Holding. AXA-IM Holding is a holding company for a group of asset management companies. The
address of AXA-IM Holdings principal place of business and office is 100 West Putnam Avenue, 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 17 through 21 hereto. None of the Reporting Persons nor, to the knowledge of any Reporting Person, any
natural person named in Exhibits 1 through 7 and 17 through 21 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 31, 2015, ACMC transferred 10,000,000 AB Capital Units to its sole member, AXA
Equitable. Upon receipt of the 10,000,000 AB Capital Units, AXA Equitable immediately transferred these AB Capital Units to its sole shareholder, AXFS. Upon receipt of the 10,000,000 AB Capital Units, AXFS immediately transferred these AB Capital
Units to its sole member, AXF.
Additionally, on January 1, 2016, AXA-IM Rose was merged with and into AXA-IM Holding as part of an
internal corporate reorganization. As a result of the merger, 41,934,582 AB Capital Units were transferred from AXA-IM Rose to AXA-IM Holding.
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.
19
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 January 1, 2016 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 43,032,758 AB Capital Units
representing approximately 15.8% 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 1.4% of the Units
outstanding and 74,406,933 AB Capital Units representing approximately 27.3% 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 Holding did not beneficially own directly any Units and beneficially owned directly 41,934,582 AB Capital Units representing approximately 15.4% of the AB Capital Units outstanding.
ACMC, AXF, AACS, Coliseum, MLOA and AXA-IM Holding 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 1.4% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC, the 43,032,758 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 47.1% 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 1.4% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC and the 2,587,472 AB Capital Units owned directly by
MLOA, which, together with the 43,032,758 AB Capital Units owned directly by AXF, represent approximately 44.1% 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 1.4% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC representing 27.3%
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 1.4% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC, and the 2,587,472 AB Capital Units owned directly by MLOA which collectively represent approximately 28.3% 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 96.23% of the outstanding shares of common stock of AXA-IM Holding, may be deemed to beneficially own all of the Units and AB Capital Units owned directly and indirectly by AXA America and AXA-IM Holding. 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
20
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 17 through 21 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 |
|
68,029 Units (includes 41,826 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 17 through 21 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 17 through 21 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 17 through 21 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 Mutuelles Conseil dAdministration |
|
|
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) |
21
|
|
|
|
|
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 to 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 |
|
Power of Attorney for the Voting Trustees, dated October 16, 2014 with respect to Henri de Castries |
|
|
Exhibit 11 |
|
Power of Attorney for the Voting Trustee, Denis Duverne, dated October 16, 2014 |
|
|
Exhibit 12 |
|
Power of Attorney for the Voting Trustee, Mark Pearson, dated December 3, 2014 |
|
|
Exhibit 13 |
|
Power of Attorney with respect to AXA |
|
|
Exhibit 14 |
|
Power of Attorney with respect to AXA Assurances I.A.R.D. Mutuelle |
|
|
Exhibit 15 |
|
Power of Attorney with respect to AXA Assurances VIE Mutuelle |
|
|
Exhibit 16 |
|
Power of Attorney with respect to AXA America Holdings, Inc. |
|
|
Exhibit 17 |
|
Information with respect to the Executive Officers and Directors of MONY Life Insurance Company of America |
|
|
Exhibit 18 |
|
Information with respect to the Executive Officers and Directors of AXA America Holdings, Inc. |
|
|
Exhibit 19 |
|
Information with respect to the Executive Officers and Directors of AXA America Corporate Solutions, Inc. |
|
|
Exhibit 20 |
|
Information with respect to the Executive Officers and Directors of Coliseum Reinsurance Company |
|
|
Exhibit 21 |
|
Information with respect to the Executive Officers and Directors of AXA-IM Holding U.S. Inc. |
|
|
Exhibit 22 |
|
Power of Attorney with respect to AXA America Corporate Solutions, Inc. |
|
|
Exhibit 23 |
|
Power of Attorney with respect to Coliseum Reinsurance Company |
|
|
Exhibit 24 |
|
Power of Attorney with respect to AXA-IM Holding U.S. Inc. |
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: January 5, 2016
|
|
|
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 HOLDING U.S. INC. |
|
|
By: |
|
/s/ Anders Malmström |
|
|
Name: Anders Malmström |
|
|
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: January 5, 2016
|
|
|
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: January 5, 2016
|
|
|
|
|
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: January 5, 2016
|
|
|
|
|
AXA EQUITABLE FINANCIAL SERVICES, LLC |
|
|
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: January 5, 2016
|
|
|
|
|
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: January 5, 2016
|
|
|
|
|
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: January 5, 2016
|
|
|
|
|
MONY LIFE INSURANCE COMPANY OF AMERICA |
|
|
By |
|
/s/ Anders Malmström |
|
|
Name: |
|
Anders Malmström |
|
|
Title: |
|
Senior Executive Vice President and Chief
Financial Officer |
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 Members business address is that of AXA at 25, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individuals 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 |
|
Director |
|
|
|
Name, Business Address |
|
Present Principal Occupation |
Paul Hermelin Capgemini Group
11 rue, de Tilsitt 75017 Paris
France |
|
Chairman & Chief Executive Officer of Capgemini (France) |
|
|
Mrs. Isabelle Kocher ENGIE
Tour T1 1, place Samuel de Champlain
Faubourg de lArche 92400 Courbevoie
France |
|
Director, Deputy Chief Executive Officer & Chief Operating Officer of ENGIE (France) |
|
|
Mrs. Suet Fern Lee (1)
Stamford Law Corporation 10 Collyer Quay #27-00
Ocean Financial Centre Singapore 049315
Singapore |
|
Chairman and Senior Director of Stamford Law Corporation (Singapore) |
|
|
Stefan Lippe (2)(5)
Baarerstrasse 8 CH 63000 Zug
Switzerland |
|
Co-founder and Chairman of the Board of Directors of Paperless Inc. (Switzerland) and Co-founder and Vice-Chairman of the Board of Directors of Acqupart Holding AG (Switzerland) |
|
|
Francois Martineau Lussan / Societe
davocats 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 |
|
Founder 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 |
|
Chief Executive Officer of AXA Insurance Singapore (Singapore)
Member of the Board of Directors, representing the employee-shareholders |
|
|
Mrs. Dominique Reiniche |
|
Director |
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 |
|
|
Thomas Buberl (2)
AXA Konzern AG Colonia-Allee 10-20
51067 Koln Germany |
|
Chief Executive Officer of AXA Konzern AG (Germany) and Chief Executive Officer of the global business line for the Health business |
|
|
Paul Evans (3)
AXA UK plc 5 Old Broad Street
London ECN 1AD United Kingdom |
|
Chief Executive Officer of AXA UK and Chairman of the Board of Directors of AXA Corporate Solutions Assurance |
|
|
|
Name, Business Address |
|
Present Principal Occupation |
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 |
|
|
Stéphane Guinet AXA Global Direct
48, rue Carnot 92150 Suresnes
France |
|
Chief Executive Officer of AXA Global Direct |
|
|
Gérald Harlin |
|
Group Chief Financial Officer |
|
|
Frank Koster (8)
AXA Belgium SA Boulevard du Souverain, 25
1170 Brussels Belgium |
|
Chief Executive Officer of AXA Belgium |
|
|
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 China Region
Limited 66/F One Island East 18 Westlands Road
Quarry Bay Hong Kong |
|
Chief Executive Officer of AXA Asia |
|
|
Nicolas Moreau AXA France
313, Terrasses de lArche 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, President & Chief Executive Officer of AXA Equitable Life Insurance Company |
|
|
|
Name, Business Address |
|
Present Principal Occupation |
Jacques de Peretti AXA Life Insurance Japan
NBF Platinum Tower 1-17-3 Shiro Kane
Tokyo 108-8020 Japan |
|
Chief Executive Officer of AXA Japan |
|
|
Antimo Perretta (5)(6)
AXA Winterthur Sitzerland General Guisan-Strasse 40
8401 Winterthur, Switzerland |
|
Chief Executive Officer of AXA Winterthur |
|
|
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 |
|
|
Christian Thimann (2) |
|
Group Head of Strategy, Sustainability and Public Affairs |
|
|
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 |
|
|
Mrs. Véronique Weill |
|
Group Chief Operating Officer |
(3) |
Citizen of United Kingdom |
(4) |
Citizen of United States of America |
(5) |
Citizen of Switzerland |
(8) |
Citizen of Netherlands |
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 Members or Executive Officers business address is that of AXA Assurances IARD Mutuelle at 313, Terrasses de lArche, 92727 Nanterre Cedex, France. Unless
otherwise indicated, each occupation set forth opposite an individuals 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 |
|
|
* Chantal Delalande de Villele 4, avenue
dEylau 75116 Paris France |
|
Dentist |
|
|
* Hélène Destandau AXA
37 rue Juliette Récamier 69006 Lyon
France |
|
General Agent and intermediary in banking operations |
|
|
* Isabelle Azemard 3 Bld Pershing
75017 Paris France |
|
Managing Partner of SARL RTDE Conseil |
|
|
* Philippe Guérand SIER Constructeur
129, boulevard Pinel 69500 Bron
France |
|
Chairman and Chief Executive Officer of Générale dInvestissements and SIER Conseil Chairman of Société Immobiliére dEtudes et de Réealisation
SIER |
|
|
|
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
Financière de Courcelles 63 avenue Franklin Roosevelt
75008 Paris France |
|
Managing Partner of JD4C Conseil |
|
|
* Alain de Marcellus Cap Gemini
11, rue de Tilsit 75017 Paris
France |
|
Director of Financial Services of Cap Gemini Group |
|
|
* François Martineau Lussan / Societe
davocats 282, boulevard Saint Germain 75007 Paris
France |
|
Attorney at law (France) |
|
|
* Nicolas Moreau |
|
Chairman & Chief Executive Officer of AXA France |
|
|
* Dorothée Pineau 30, rue des
Princes 92100 Boulogne-Billancourt France |
|
Deputy General Manager of the MEDEF |
|
|
* Olivier Riché 47, rue de Verneuil
75007 Paris France |
|
Member of the Management Board of Foncière de Paris Company |
|
|
Jad Ariss |
|
Chief Executive Officernon Director of AXA Assurances IARD Mutuelle |
Exhibit 3
EXECUTIVE OFFICERS AND
MEMBERS OF
THE CONSEIL DADMINISTRATION
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 Members or Executive Officers
business address is that of AXA Assurances Vie Mutuelle at 313, Terrasses de lArche, 92727 Nanterre Cedex, France. Unless otherwise indicated, each occupation set forth opposite an individuals 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 |
|
|
* Isabelle Azemard 3, Bld Pershing
75017 Paris France |
|
Managing Partner of SARL RTDE Conseil |
|
|
* Catherine Baron 13 avenue de
général de Gaulle Bt 9 résidence de Villebon
91140 Villebon sur Yvette France |
|
Manager of the network of pharmacies and consultant in charge of the policy of health related products |
|
|
* Jean-Louis Bertrand 9, rue du Castillet
BP 60137 66000 Perpignan
France |
|
General insurance agent |
|
|
* Hubert Fabre SCP Rozés, Fabre et
Associés 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 |
|
Director of Financial Services of Cap Gemini Group |
|
|
* François Martineau Lussan / Societe
davocats 282, boulevard Saint Germain 75007 Paris
France |
|
Attorney at law (France) |
|
|
* Nicolas Moreau |
|
Chairman & Chief Executive Officer of AXA France |
|
|
* Christiane Marcellier Financière de
Courcelles 64 avenue Franklin Roosevelt 75008 Paris
France |
|
Managing Partner of JD4C Conseil |
|
|
* 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 |
|
Member of the Management Board of Foncière de Paris Company |
|
|
Jad Ariss |
|
Chief Executive Officernon Director of AXA Assurances Vie Mutuelle |
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 Directors or Executive Officers 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 individuals name refers to AXF and each individual is a United States citizen.
|
|
|
Name, Business Address |
|
Present Principal Occupation |
Priscilla S. Brown |
|
Senior Executive Vice President and Chief Marketing Officer |
|
|
* 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. |
|
|
Dave S. Hattem |
|
Senior Executive Vice President and General Counsel
Senior Executive Director and General Counsel, AXA Equitable Life Insurance Company |
|
|
* Daniel G. Kaye |
|
Former partner at Ernst & Young |
|
|
|
Name, Business Address |
|
Present Principal Occupation |
* 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 |
|
|
* Kristi A. Matus
athenahealth, Inc. 311
Arsenal Street Watertown, MA 02472 |
|
Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc. |
|
|
* 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 DirectorChief Human Resources 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
Novant Health 108
Providence Road Charlotte, NC 28207 |
|
Senior Vice President of population health |
|
|
* 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 |
(1) |
Citizen of the Republic of France |
(2) |
Citizen of the United Kingdom |
(3) |
Citizen of Switzerland |
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 Directors or Executive Officers business address is 1290 Avenue of the Americas, New York, New York
10104. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to AXA Equitable Financial and each individual is a United States citizen.
|
|
|
Name, Business Address |
|
Present Principal Occupation |
Priscilla S. Brown |
|
Senior Executive Director and Chief Marketing Officer
Senior Executive Director and Chief Marketing Officer, AXA Equitable Life Insurance Company |
|
|
* Mark Pearson (1) |
|
Chairman of the Board, President and Chief Executive Officer
Chairman of the Board, President and Chief Executive Officer, 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 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 |
|
|
Salvatore Piazzolla (3) |
|
Senior Executive Director and Chief Human Resources Officer
Senior Executive Director and Chief Human Resources 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 |
(1) |
Citizen of the United Kingdom |
(2) |
Citizen of Switzerland |
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 Directors or Executive Officers 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 individuals name refers to AXA Equitable and each individual is a United States
citizen.
|
|
|
Name, Business Address |
|
Present Principal Occupation |
Priscilla S. Brown |
|
Senior Executive Director and Chief Marketing Officer
Senior Executive Vice President and Chief Marketing Officer, AXA Financial, Inc. |
|
|
* 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. |
|
|
Dave S. Hattem |
|
Senior Executive Director and General Counsel
Senior Executive Vice President and General Counsel, AXA Financial, Inc. |
|
|
* Daniel G. Kaye |
|
Former partner at Ernst & Young |
|
|
|
Name, Business Address |
|
Present Principal Occupation |
* 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. |
|
|
* Kristi A. Matus
athenahealth, Inc. 311
Arsenal Street Watertown, MA 02472 |
|
Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc. |
|
|
* Mark Pearson (2) |
|
Chairman of the Board, President 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. |
|
|
Sharon Ritchey |
|
Senior Executive Director and Chief Operating Officer
Senior Executive Vice President and Chief Operating Officer, AXA Financial, Inc. |
|
|
* Bertram L. Scott
Novant Health 108
Providence Road Charlotte, NC 28207 |
|
Senior Vice President of population health |
|
|
* 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 |
(1) |
Citizen of the Republic of France |
(2) |
Citizen of the United Kingdom |
(3) |
Citizen of Switzerland |
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 Directors or Executive Officers 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
individuals name refers to ACMC, LLC and each individual is a United States citizen.
|
|
|
Name, Business Address |
|
Present Principal Occupation |
* Joshua E. Braverman |
|
Senior Executive Vice President and Chief Financial Officer
Senior Executive Director, Chief Investment Officer and Treasurer, 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 |
(1) |
Citizen of Switzerland |
Exhibit 10
Power of Attorney
Henri
de Castries, as a Voting Trustee (the Trustee), pursuant to the Second Amended and Restated Voting Trust Agreement dated as of April 29, 2011, by and among AXA, a société anonyme organized under the laws of the France,
and the Voting Trustees identified therein, hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting singly, as the true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities in which he might or could act as Trustee, to execute for and on behalf of the Trustee, all
Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Trustee hereby grants to such attorneys-in-fact and agents of
the Trustee full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purposes as the Trustee might or
could and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the
Trustee, are not assuming any of the Trustees responsibilities to comply with Section 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 16th day of October, 2014.
|
|
|
By: |
|
/s/ Henri de Castries |
|
|
Name: Henri de Castries |
|
|
Title: Voting Trustee |
Exhibit 11
Power of Attorney
Denis
Duverne, as a Voting Trustee (the Trustee), pursuant to the Second Amended and Restated Voting Trust Agreement dated as of April 29, 2011, by and among AXA, a société anonyme organized under the laws of the France, and
the Voting Trustees identified therein, hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities in which he might or could act as Trustee, to execute for and on behalf of the Trustee, all Schedules 13D,
Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee
full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purposes as the Trustee might or could and
hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the
Trustee, are not assuming any of the Trustees responsibilities to comply with Section 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 16th day of October, 2014.
|
|
|
By: |
|
/s/ Denis Duverne |
|
|
Name: Denis Duverne |
|
|
Title: Voting Trustee |
Exhibit 12
Power of Attorney
Mark
Pearson, as a Voting Trustee (the Trustee), pursuant to the Second Amended and Restated Voting Trust Agreement dated as of April 29, 2011, by and among AXA, a société anonyme organized under the laws of the France, and
the Voting Trustees identified therein, hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the Trustee and in the name, place and stead of the Trustee, in any and all capacities in which he might or could act as Trustee, to execute for and on behalf of the Trustee, all Schedules 13D,
Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Trustee hereby grants to such attorneys-in-fact and agents of the Trustee
full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purposes as the Trustee might or could and
hereby ratifies and confirms all that said attorneys-in-fact and agents of the Trustee or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Trustee, in serving in such capacity at the request of the
Trustee, are not assuming any of the Trustees responsibilities to comply with Section 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 3rd day of December, 2014.
|
|
|
By: |
|
/s/ Mark Pearson |
|
|
Name: Mark Pearson |
|
|
Title: Voting Trustee |
Exhibit 13
Power of Attorney
AXA, a
société anonyme organized under the laws of France (the Corporation), hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting
singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and
purpose as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of
the undersigned, are not assuming any of the Corporations responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 16th day of October, 2014.
|
|
|
AXA |
|
|
By: |
|
/s/ George Stansfield |
|
|
Name: George Stansfield |
|
|
Title: AXA Group General Counsel |
Exhibit 14
Power of Attorney
AXA
Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of France (the Corporation), hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin
and Ralph Petruzzo, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute
for and on behalf of the Corporation, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Corporation hereby
grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to
all intents and purpose as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of
the undersigned, are not assuming any of the Corporations responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 16th day of October, 2014.
|
|
|
AXA ASSURANCES I.A.R.D. MUTUELLE |
|
|
By: |
|
/s/ Jacques de Peretti |
|
|
Name: Jacques de Peretti |
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Title: Chief Executive Officer |
Exhibit 15
Power of Attorney
AXA
Assurances Vie Mutuelle, a mutual insurance company organized under the laws of France (the Corporation), hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and
Ralph Petruzzo, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for
and on behalf of the Corporation, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Corporation hereby
grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to
all intents and purpose as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of
the undersigned, are not assuming any of the Corporations responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 16th day of October, 2014.
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AXA ASSURANCES VIE MUTUELLE |
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By: |
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/s/ Jacques de Peretti |
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Name: Jacques de Peretti |
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Title: Chief executive Officer |
Exhibit 16
Power of Attorney
AXA
America Holdings, Inc., a Delaware corporation (the Corporation), hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting singly, as the true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all
Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Corporation hereby grants to such attorneys-in-fact and
agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purpose as the
Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of
the undersigned, are not assuming any of the Corporations responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 16th day of October, 2014.
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AXA AMERICA HOLDINGS, INC. |
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By: |
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/s/ Denis Duverne |
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Name: Denis Duverne |
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Title: Chairman and Chief Executive Officer |
Exhibit 17
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 Directors or Executive Officers 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 individuals name refers to MLOA and each individual is a United States citizen.
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Name, Business Address |
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Present Principal Occupation |
Priscilla S. Brown |
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Senior Executive Vice President and Chief Marketing Officer
Senior Executive Vice President and Chief Marketing Officer, AXA Financial, Inc. |
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* Henri de Castries (1)
AXA 25, avenue
Matignon 75008 Paris
France |
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Chairman of the Board and Chief Executive Officer, AXA
Chairman of the Board, AXA Financial, Inc. |
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* Ramon de Oliveira (1)
580 Park Avenue New York,
NY 10065 |
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Managing Director, Investment Audit Practice, LLC |
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* Denis Duverne (1)
AXA 25, avenue
Matignon 75008 Paris
France |
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Member of the Board and Deputy Chief Executive Officer, AXA |
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* Barbara Fallon-Walsh |
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Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc. |
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Dave S. Hattem |
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Senior Executive Vice President and General Counsel
Senior Executive Vice President and General Counsel, AXA Financial, Inc. |
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* Daniel G. Kaye |
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Former partner Ernst & Young |
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Name, Business Address |
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Present Principal Occupation |
* Peter S. Kraus
AllianceBernstein 1345
Avenue of Americas New York, NY 10105 |
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Chairman of the Board and Chief Executive Officer AllianceBernstein Holding L.P. |
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Nicholas B. Lane |
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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. |
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Anders Malmström (3) |
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Senior Executive Vice President and Chief Financial Officer
Senior Executive Vice President and Chief Financial Officer, AXA Financial, Inc. |
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* Kristi A. Matus
athenahealth, Inc. 311
Arsenal Street Watertown, MA 02472 |
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Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc. |
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* Mark Pearson (2) |
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Chairman of the Board, President and Chief Executive Officer
President and Chief Executive Officer, AXA Financial, Inc. |
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Salvatore Piazzolla (4) |
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Senior Executive Vice President Senior
Executive Vice President, AXA Financial, Inc. |
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Sharon Ritchey |
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Senior Executive Vice President and Chief Operating Officer
Senior Executive Vice President and Chief Operating Officer, AXA Financial, Inc. |
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* Bertram L. Scott
Novant Health 108
Providence Road Charlotte, NC 28207 |
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Senior Vice President of population health |
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* Lorie A. Slutsky |
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President and Chief Executive Officer, The New York Community Trust (community foundation) |
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* Richard C. Vaughan |
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Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group |
(1) |
Citizen of the Republic of France |
(2) |
Citizen of the United Kingdom |
(3) |
Citizen of Switzerland |
Exhibit 18
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 Directors or Executive Officers 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 individuals name refers to AXA America and each individual is a United States citizen.
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Name, Business Address |
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Present Principal Occupation |
* Henri de Castries (1)
AXA 25, avenue
Matignon 75008 Paris, France |
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Chairman of the Board and Chief Executive Officer, AXA |
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* Denis Duverne (1)
AXA 25, avenue
Matignon 75008 Paris, France |
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Chairman and Chief Executive Officer Member of
the Board and Deputy Chief Executive Officer, AXA |
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* Anders Malmström (2) |
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Senior Executive Vice President Senior
Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company |
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* Mark Pearson (3) |
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President Chairman, President and Chief
Executive Officer, AXA Equitable Life Insurance Company |
(1) |
Citizen of the Republic of France |
(2) |
Citizen of Switzerland |
(3) |
Citizen of the United Kingdom |
Exhibit 19
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 Directors or Executive Officers business address is that of AACS at 125 Broad Street, New York, New
York 10004. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to AACS and each individual is a United States citizen.
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Name, Business Address |
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Present Principal Occupation |
* Cedric de Linares (1) |
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Chairman of the Board |
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* Tom Taylor (2) |
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President and Chief Executive Officer |
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* Robert Wolf |
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Vice President and Treasurer |
(1) |
Citizen of the Republic of France |
(2) |
Citizen of the United Kingdom |
Exhibit 20
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 Directors or Executive Officers business address is that of Coliseum at 125 Broad Street, New York, New
York 10004. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to Coliseum and each individual is a United States citizen.
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Name, Business Address |
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Present Principal Occupation |
* Cedric de Linares (1) |
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Chairman of the Board |
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* Tom Taylor
(2) |
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President and Chief Executive Officer |
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* Robert Wolf |
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Vice President, Chief Financial Officer & Treasurer |
(1) |
Citizen of the Republic of France |
(2) |
Citizen of the United Kingdom |
Exhibit 21
EXECUTIVE OFFICERS AND DIRECTORS
OF
AXA-IM HOLDING U.S. INC.
The names of the Directors and the names and titles of the Executive Officers of AXA-IM Holding U.S. Inc. (AXA-IM
Holding) and their business addresses and principal occupations are set forth below. If no address is given, the Directors or Executive Officers business address is that of AXA-IM Holding at 100 West Putnam Avenue, Greenwich,
CT 06830. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to AXA-IM Holding and each individual is a United States citizen.
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Name, Business Address |
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Present Principal Occupation |
* Andrea Rossi (1)
Coeur Défense 100,
Esplanade du Général de Gualle 92932 Paris La Défense
France |
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Chief Executive Officer, AXA Investment Managers |
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Marcello Arona (1) |
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Regional CFO, Americas, AXA Investment Managers and Treasurer |
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* Joseph Pinto (2)
Coeur Défense 100,
Esplanade du Général de Gaulle 92932 Paris La Défense
France |
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Chief Operating Officer, AXA Investment Managers |
(2) |
Citizen of the Republic of France |
Exhibit 22
Power of Attorney
AXA
America Corporate Solutions, Inc., a Delaware corporation (the Corporation), hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting singly,
as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and
purpose as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of
the undersigned, are not assuming any of the Corporations responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 29th day of October, 2014.
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AXA AMERICA CORPORATE SOLUTIONS, INC. |
|
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By: |
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/s/ Robert Wolf |
|
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Name: Robert Wolf |
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Title: Vice President and Treasurer |
Exhibit 23
Power of Attorney
Coliseum Reinsurance Company, a Delaware corporation (the Corporation), hereby constitutes and appoints each of Anders Malmstrom,
Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting singly, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place
and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and
any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually,
each a Beneficial Ownership Filing). The Corporation hereby grants to such attorneys-in-fact and agents of the Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done with
respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purpose as the Corporation might or could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact
and agents of the Corporation, in serving in such capacity at the request of the undersigned, are not assuming any of the Corporations responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 29th day of October, 2014.
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COLISEUM REINSURANCE COMPANY |
|
|
By: |
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/s/ Robert Wolf |
|
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Name: Robert Wolf |
|
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Title: Chief Financial Officer and Treasurer |
Exhibit 24
Power of Attorney
AXA-IM
Holding U.S. Inc., a Delaware corporation (the Corporation), hereby constitutes and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave Hattem, Christina Banthin and Ralph Petruzzo, acting singly, as the true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Corporation and in the name, place and stead of the Corporation, in any and all capacities, to execute for and on behalf of the Corporation, all Schedules
13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any and all amendments or successor filings thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges (individually, each a Beneficial Ownership Filing). The Corporation hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to executing and filing Beneficial Ownership Filings, as fully to all intents and purpose as the Corporation might or
could, and hereby ratifies and confirms all that said attorneys-in-fact and agents of the Corporation or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and agents of the Corporation, in serving in such capacity at the request of
the undersigned, are not assuming any of the Corporations responsibilities to comply with Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 16th day of December, 2015.
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By: |
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/s/ Andrea Rossi |
|
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Name: |
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Andrea Rossi |
|
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Title: |
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Board of Director |
|
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By: |
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/s/ Joseph Pinto |
|
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Name: |
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Joseph Pinto |
|
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Title: |
|
Board of Director |
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