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

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

(Continued on following pages)

 

 

 


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA

98-0342809

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

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

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, CO

 

2


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA Assurances I.A.R.D. Mutuelle

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  x         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

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

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC

 

3


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA Assurances Vie Mutuelle

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  x         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

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

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC

 

4


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

Henri de Castries, as AXA Voting Trustee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Citizen of the Republic of France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

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

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

5


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

Denis Duverne, as AXA Voting Trustee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Citizen of the Republic of France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

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

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

6


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

Mark Pearson, as AXA Voting Trustee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Citizen of the United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

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

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

7


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA America Holdings, Inc.

90-0226248

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, CO

 

8


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA Financial, Inc.

13-3623351

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, CO

 

9


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA Equitable Financial Services, LLC

52-2197822

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, OO

 

10


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA Equitable Life Insurance Company

13-5570651

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO

 

11


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

ACMC, LLC

13-2677213

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

1,444,356 - See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

1,444,356 - See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

12


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA AMERICA CORPORATE SOLUTIONS, INC.

36-3044045

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO

 

13


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

COLISEUM REINSURANCE COMPANY

36-2994662

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO

 

14


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

MONY Life Insurance Company of America

86-0222062

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Arizona

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO

 

15


CUSIP No. 01855A101

 

 
  1   

NAMES OF REPORTING PERSONS

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

 

AXA-IM 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 AXA’s 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 AXA’s 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 AXA’s principal place of business and office is 313 Terrasses de l’Arche, 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 America’s principal place of business and office is 1290 Avenue of the Americas, New York, New York 10104. The address of each of AACS’ and Coliseum’s principal place of business and office is 17 State Street, New York, New York 10004.

AXF and Subsidiaries. AXF is a holding company. As of December 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 Holding’s 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 Mutuelle’s Conseil d’Administration
Exhibit 4    Information with respect to the Executive Officers and Directors of AXA Financial, Inc. (which is the sole member of AXA Equitable Financial Services, LLC)

 

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 Member’s business address is that of AXA at 25, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA and each individual is a citizen of the Republic of France.

MEMBERS OF THE BOARD OF DIRECTORS

 

Name, Business Address

  

Present Principal Occupation

Henri de Castries   

Chairman of the Board of Directors and Chief Executive Officer

Chairman of the Board, AXA Financial, Inc.

Ramon de Oliveira

Investment Audit Practice, LLC

580 Park Avenue

New York, NY 10065

USA

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

Norbert Dentressangle

Dentressangle Initiatives (SAS)

30bis, rue Sainte Hélène

69287 Lyon Cedex 02

France

  

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

Chairman of Dentressangle Inititaives (SAS) (France)

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

Jean-Pierre Clamadieu

Solvay

Rue de Ransbeek 310

1120 Brussels

Belgium

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

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 d’avocats

282, boulevard Saint Germain

75007 Paris

France

   Attorney at law (France)

Mrs. Deanna Oppenheimer (3)(4)

CameoWorks

1215 Fourth Avenue, Suite 935

Seattle, WA 98161

USA

   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 l’Arche

Terrasse 1

92727 Nanterre Cedex

France

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

Mark Pearson (3)

AXA Financial, Inc.

1290 Avenue of the Americas

New York, NY 10104

  

President & Chief Executive Officer of AXA Financial, Inc.

Chairman, 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

 

(1) Citizen of Singapore
(2) Citizen of Germany
(3) Citizen of United Kingdom
(4) Citizen of United States of America
(5) Citizen of Switzerland
(6) Citizen of Italy
(7) Citizen of Belgium
(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 Member’s or Executive Officer’s business address is that of AXA Assurances IARD Mutuelle at 313, Terrasses de l’Arche, 92727 Nanterre Cedex, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Assurances IARD Mutuelle and each individual is a citizen of the Republic of France.

 

Name, Business Address

  

Present Principal Occupation

* Henri de Castries

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman and Chief Executive Officer of AXA

Chairman of the Board of Directors of AXA Assurances IARD Mutuelle

* Chantal Delalande de Villele

4, avenue d’Eylau

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 d’Investissements and SIER Conseil Chairman of Société Immobiliére d’Etudes 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 d’avocats

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 Officer—non Director of AXA Assurances IARD Mutuelle

 

* Director


Exhibit 3

EXECUTIVE OFFICERS AND

MEMBERS OF THE CONSEIL D’ADMINISTRATION

OF

AXA ASSURANCES VIE MUTUELLE

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

 

Name, Business Address

  

Present Principal Occupation

* Henri de Castries

AXA

25, avenue Matignon

75008 Paris

France

  

Chairman and Chief Executive Officer of AXA

Chairman of the Board of Directors of AXA Assurances Vie Mutuelle

* 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 d’avocats

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 Officer—non Director of AXA Assurances Vie Mutuelle

 

* Director


Exhibit 4

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA FINANCIAL, INC.

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

 

Name, Business Address

  

Present Principal Occupation

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 Director—Chief 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

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of Italy


Exhibit 5

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA EQUITABLE FINANCIAL SERVICES, LLC

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

 

Name, Business Address

  

Present Principal Occupation

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

 

* Director
(1) Citizen of the United Kingdom
(2) Citizen of Switzerland
(3) Citizen of Italy


Exhibit 6

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA EQUITABLE LIFE INSURANCE COMPANY

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

 

Name, Business Address

  

Present Principal Occupation

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

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of Italy


Exhibit 7

EXECUTIVE OFFICERS AND DIRECTORS

OF

ACMC, LLC

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

 

Name, Business Address

  

Present Principal Occupation

* 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

 

* Director
(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 Trustee’s 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 Trustee’s 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 Trustee’s 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 Corporation’s 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 Corporation’s 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
  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 Corporation’s 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 VIE MUTUELLE
By:  

/s/ Jacques de Peretti

  Name: Jacques de Peretti
  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 Corporation’s 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 AMERICA HOLDINGS, INC.
By:  

/s/ Denis Duverne

  Name: Denis Duverne
  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 Director’s or Executive Officer’s business address is that of MLOA at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MLOA and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

Priscilla S. Brown

  

Senior Executive Vice President 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 Vice President and General Counsel

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

*  Daniel G. Kaye

   Former partner 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 Vice President and Head of U.S. Life and Retirement, AXA Financial, Inc.

Anders Malmström (3)

  

Senior Executive Vice President and Chief Financial Officer

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

*  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 Vice President

Senior Executive Vice President, AXA Financial, Inc.

Sharon Ritchey

  

Senior Executive Vice President and Chief Operating Officer

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

*  Bertram L. Scott

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

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of Italy


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 Director’s or Executive Officer’s business address is that of AXA America at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA America and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Henri de Castries (1)

AXA

25, avenue Matignon

75008 Paris, France

   Chairman of the Board and Chief Executive Officer, AXA

*  Denis Duverne (1)

AXA

25, avenue Matignon

75008 Paris, France

  

Chairman and Chief Executive Officer

Member of the Board and Deputy Chief Executive Officer, AXA

*  Anders Malmström (2)

  

Senior Executive Vice President

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

*  Mark Pearson (3)

  

President

Chairman, President and Chief Executive Officer, AXA Equitable Life Insurance Company

 

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


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 Director’s or Executive Officer’s business address is that of AACS at 125 Broad Street, New York, New York 10004. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AACS and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Cedric de Linares (1)

   Chairman of the Board

*  Tom Taylor (2)

   President and Chief Executive Officer

*  Robert Wolf

   Vice President and Treasurer

 

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


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 Director’s or Executive Officer’s business address is that of Coliseum at 125 Broad Street, New York, New York 10004. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Coliseum and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*    Cedric de Linares (1)

   Chairman of the Board

*    Tom Taylor (2)

   President and Chief Executive Officer

*    Robert Wolf

   Vice President, Chief Financial Officer & Treasurer

 

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


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 Director’s or Executive Officer’s 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 individual’s name refers to AXA-IM Holding and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Andrea Rossi (1)

Coeur Défense

100, Esplanade du Général de Gualle

92932 Paris La Défense

France

   Chief Executive Officer, AXA Investment Managers

Marcello Arona (1)

   Regional CFO, Americas, AXA Investment Managers and Treasurer

*  Joseph Pinto (2)

Coeur Défense

100, Esplanade du Général de Gaulle

92932 Paris La Défense

France

   Chief Operating Officer, AXA Investment Managers

 

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


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 Corporation’s 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.

 

AXA AMERICA CORPORATE SOLUTIONS, INC.
By:  

/s/ Robert Wolf

  Name: Robert Wolf
  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 Corporation’s 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.

 

COLISEUM REINSURANCE COMPANY
By:  

/s/ Robert Wolf

  Name: Robert Wolf
  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 Corporation’s 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.

 

By:  

/s/ Andrea Rossi

  Name:   Andrea Rossi
  Title:   Board of Director
By:  

/s/ Joseph Pinto

  Name:   Joseph Pinto
  Title:   Board of Director
AllianceBernstein (NYSE:AB)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more AllianceBernstein Charts.
AllianceBernstein (NYSE:AB)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more AllianceBernstein Charts.