SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

ALLIANCEBERNSTEIN L.P.

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

(Name of Issuer)

Units of Limited Partnership Interest

(Title of Class of Securities)

N/A

(CUSIP Number)

Anders Malmström

Senior Executive Vice President and Chief Financial Officer

AXA Equitable Holdings, 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:

Helen Browne, General Counsel

AXA, 25, avenue Matignon

75008 Paris, France

011-331-40-75-57-00

April 23, 2018

(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. N/A

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 170,121,745 - 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) 63.3% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) HC, CO

CUSIP No. N/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AXA Assurances I.A.R.D. Mutuelle
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 170,121,745 - 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) 63.3% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) IC

CUSIP No. N/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AXA Assurances Vie Mutuelle
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 170,121,745 - 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) 63.3% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) IC

CUSIP No. N/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AXA Equitable 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 170,121,745 - 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) 63.3% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) HC, CO

CUSIP No. N/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 120,027,163 - See Item 5
	8	SHARED VOTING POWER
	9	SOLE DISPOSITIVE POWER 120,027,163 - See Item 5
	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,027,163 – 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) 44.7% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) HC, CO

CUSIP No. N/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 76,994,405 - 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) 28.7% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) HC, CO

CUSIP No. N/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 74,406,933 - 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) 27.7% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) IC, CO

CUSIP No. N/A

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 74,406,933 - See Item 5
	8	SHARED VOTING POWER
	9	SOLE DISPOSITIVE POWER 74,406,933 - See Item 5
	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74,406,933 - 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) 27.7% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. N/A

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 2,587,472 - See Item 5
	8	SHARED VOTING POWER
	9	SOLE DISPOSITIVE POWER 2,587,472 - See Item 5
	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,587,472 - 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) 1.0% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) IC, CO

CUSIP No. N/A

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 41,934,582 - See Item 5
	8	SHARED VOTING POWER
	9	SOLE DISPOSITIVE POWER 41,934,582 - See Item 5
	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,934,582 - 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) 15.6% - See Item 5
14	TYPE OF REPORTING PERSON (See Instructions) HC, CO

This Amendment No. 16 amends the Statement on Schedule 13D (“Schedule 13D”) initially filed on June 30, 2000 with the Securities and Exchange Commission, as amended by Amendment No. 1 to the Schedule 13D filed on November 27, 2002, Amendment No. 2 to the Schedule 13D filed on March 9, 2004, Amendment No. 3 to the Schedule 13D filed on December 22, 2004 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on March 7, 2007, Amendment No. 5 to the Schedule 13D filed on December 19, 2008 (“Amendment No. 5”), Amendment No. 6 to the Schedule 13D filed on January 8, 2009, Amendment No.7 to the Schedule 13D filed on April 1, 2009, Amendment No. 8 to the Schedule 13D filed on December 16, 2011, Amendment No. 9 to the Schedule 13D filed on September 23, 2013, Amendment No. 10 to the Schedule 13D filed on December 20, 2013, Amendment No. 11 to the Schedule 13D filed on January 5, 2016, Amendment No. 12 to the Schedule 13D filed on May 1, 2017 (“Amendment No. 12”), Amendment No. 13 to the Schedule 13D filed on July 3, 2017, Amendment No. 14 to the Schedule 13D filed on December 13, 2017 and Amendment No. 15 to the Schedule 13D filed on March 6, 2018, which Schedule 13D relates to the units of limited partnership interest (“AB Capital Units”) of AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.), a Delaware limited partnership (“AllianceBernstein”).

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, (ii) the Mutuelles AXA, (iii) AXA Equitable Holdings, Inc., a Delaware corporation (“Equitable Holdings”), (iv) AXF, (v) AXFS, (vi) AXA Equitable, (vii) ACMC, (viii) MONY Life Insurance Company of America, an Arizona stock life insurance company, which is a wholly owned subsidiary of AXFS (“MLOA”), and (ix) AXA-IM Holding U.S. Inc., a Delaware corporation, which is a wholly owned subsidiary of Equitable Holdings (“AXA-IM Holding”). AXA, the Mutuelles AXA, Equitable Holdings, AXF, AXFS, AXA Equitable, ACMC, 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, 2017, the Mutuelles AXA, directly beneficially owned 14.13% of AXA’s ordinary shares (representing 23.97% of the voting power). In addition, as of December 31, 2016, 0.02% of the ordinary shares of AXA without the power to vote were owned by certain subsidiaries of AXA.

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.

Equitable Holdings and Subsidiaries. Equitable Holdings is a holding company for a group of insurance and related financial service companies, including AXF and its subsidiaries. The address of Equitable Holdings’s principal place of business and office is 1290 Avenue of the Americas, New York, New York 10104.

AXF and Subsidiaries. AXF is a holding company. As of December 31, 2016, 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.

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 Exhibit 8 hereto. None of the Reporting Persons nor, to the knowledge of any Reporting Person, any natural person named in Exhibit 8 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.

Equitable Holdings will use available cash to purchase the AB Capital Units described in Item 4 below.

ITEM 4. PURPOSE OF TRANSACTION

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

Restructuring Transactions

On April 23, 2018, Equitable Holdings entered into a Purchase Agreement (the “Purchase Agreement”) with Coliseum Reinsurance Company (“Coliseum”) relating to the purchase and sale of all of the AB Capital Units owned by Coliseum. Pursuant to the Purchase Agreement, Equitable Holdings purchased from Coliseum 8,160,000 AB Capital Units owned by Coliseum at a purchase price of $26.54 per AB Capital Unit.

On April 23, 2018, Equitable Holdings entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with AXA Investment Managers S.A. (“AXA IM S.A.”) relating to the purchase and sale of all of the issued and outstanding shares of common stock of AXA-IM Holding. As a result of the transactions contemplated by the Stock Purchase Agreement, Equitable Holdings indirectly beneficially owns the 41,934,582 AB Capital Units owned AXA-IM Holdings.

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 April 23, 2018 and immediately following the transactions described in Item 4 above, Equitable Holdings beneficially owned directly 2,312,163 Units representing approximately 2.5% of the Units outstanding and 8,160,000 AB Capital Units representing approximately 3.1% of the AB Capital Units outstanding; AXF did not beneficially own directly any Units and beneficially owned directly 43,032,758 AB Capital Units representing approximately 16.2% of the AB Capital Units outstanding; AXA Equitable did not beneficially own directly any Units or AB Capital Units; ACMC beneficially owned directly 1,444,356 Units representing approximately 1.5% of the Units outstanding and 74,406,933 AB Capital Units representing approximately 28.0% 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 15.8% of the AB Capital Units outstanding. Equitable Holdings, ACMC, AXF, 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 AXA-IM Holding, Equitable Holdings 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 which, together with the 2,312,163 Units owned directly by Equitable Holdings, represent approximately 3.9% 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 41,934,582 AB Capital Units owned directly by AXA-IM Holding and the 2,587,472 AB Capital Units owned directly by MLOA, which, together with the 8,160,000 AB Capital Units owned directly by Equitable Holdings, represent approximately 63.3% of the AB Capital Units outstanding. By reason of its ownership interest in AXFS, ACMC and MLOA, AXF may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 1,444,356 Units owned directly by ACMC representing approximately 1.5% of the Units outstanding, and the 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 44.7% of the AB Capital Units outstanding. By reason of its ownership interest in ACMC, AXA Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 1,444,356 Units owned directly by ACMC representing approximately 1.5% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC representing 28.0% of the AB Capital Units outstanding. By reason of its ownership interest in ACMC, AXA Equitable and MLOA, AXFS may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 1,444,356 Units owned directly by ACMC representing approximately 1.5% 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 29.0% of the AB Capital Units outstanding.

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

AXA, by reason of its indirect ownership of 100% of the outstanding shares of common stock of Equitable Holdings, may be deemed to beneficially own all of the Units and AB Capital Units owned directly and indirectly by Equitable Holdings. In addition, the Mutuelles AXA, as a group, may be deemed to be beneficial owners of such Units and AB Capital Units. Each of AXA and the Mutuelles AXA 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.

Other than as described in Item 4 above, none of the Reporting Persons owns any Units or AB Capital Units or options or other rights to acquire Units or AB Capital Units presently or within 60 days.

To the knowledge of the Reporting Persons, none of the directors and executive officers of the Reporting Persons listed in Exhibit 8 hereto own any Units or AB Capital Units or options or other rights to acquire Units or AB Capital Units presently or 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 Capital Units were made by the Reporting Persons, or, to the knowledge of the Reporting Persons, any natural person named in Exhibit 8 hereto.

ITEM 7. Material to be Filed as Exhibits

Exhibit 1	Filing Agreement with respect to the Schedule 13D among the Reporting Persons (incorporated by reference to Exhibit 17 to the Schedule 13D filed with the Securities and Exchange Commission on August 4, 1992)
Exhibit 2	Power of Attorney with respect to AXA (incorporated by reference to Exhibit 13 filed with Amendment No. 19 to the AB Holding Schedule 13D on January 5, 2016)
Exhibit 3	Power of Attorney with respect to AXA Assurances I.A.R.D. Mutuelle (incorporated by reference to Exhibit 14 filed with Amendment No. 19 to the AB Holding Schedule 13D on January 5, 2016)
Exhibit 4	Power of Attorney with respect to AXA Assurances VIE Mutuelle (incorporated by reference to Exhibit 15 filed with Amendment No. 19 to the AB Holding Schedule 13D on January 5, 2016)
Exhibit 5	Power of Attorney with respect to AXA Equitable Holdings, Inc. (incorporated by reference to Exhibit 16 filed with Amendment No. 19 to the AB Holding Schedule 13D on January 5, 2016)
Exhibit 6	Power of Attorney with respect to AXA-IM Holding U.S. Inc. (incorporated by reference to Exhibit 24 filed with Amendment No. 19 to the AB Holding Schedule 13D)
Exhibit 7	Unit Purchase Agreement between Peter S. Kraus and AXA Equitable Holdings, Inc. (incorporated by reference to Exhibit 10.4 to AllianceBernstein L.P.’s Current Report on Form 8-K filed on May 1, 2017)
Exhibit 8	Information with respect to the Executive Officers and Directors of AXA Equitable Holdings, Inc.
Exhibit 9	Purchase Agreement, dated as of April 23, 2018, by and between AXA Equitable Holdings, Inc. and Coliseum Reinsurance Company
Exhibit 10	Stock Purchase Agreement, dated as of April 23, 2018, by and between AXA Investment Managers S.A. and AXA Equitable Holdings, Inc.

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: April 24, 2018

AXA
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
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: April 24, 2018

AXA EQUITABLE 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: April 24, 2018

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: April 24, 2018

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: April 24, 2018

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: April 24, 2018

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: April 24, 2018

MONY LIFE INSURANCE COMPANY OF AMERICA
By:	/s/ Anders Malmström
Name:	Anders Malmström
Title:	Senior Executive Vice President and Chief Financial Officer

EX-99.8

Exhibit 8

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA EQUITABLE HOLDINGS, INC.

The names of the Directors and the names and titles of the Executive Officers of AXA Equitable Holdings, Inc. (“Holdings”) 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 Holdings 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
*  Thomas Buberl (1) AXA 25, avenue Matignon 75008 Paris, France	Chief Executive Officer, AXA
*  Mark Pearson (2)	President and Chief Executive Officer
*  George Stansfield AXA 25, avenue Matignon 75008 Paris, France	Deputy Chief Executive Officer and Group General Secretary, AXA
*  Gerald Harlin (1) AXA 25, avenue Matignon 75008 Paris, France	Deputy Chief Executive Officer and Group Chief Financial Officer, AXA
*  Karima Silvent (1)	Global Head of Human Resources, AXA
*  Bertrand Poupart-LaFarge (1) 5 Old Broad Street London EC2N 1AD England	Group Chief Financial Officer, AXA U.K.
*  Daniel Kaye	Former Partner, Ernst & Young LLP
*  Ramon de Oliveira(1) 580 Park Avenue New York, NY 10065	Managing Director, Investment Audit Practice, LLC

*  Charles G.T. Stonehill (2) 285 Central Park West, 7S New York, NY 10024	Founding Partner, Green & Blue Advisors LLC
Seth Bernstein 1345 Avenue of the Americas New York, NY 10105	President and Chief Executive Officer, AllianceBernstein Corporation
Dave S. Hattem	Senior Executive Vice President and General Counsel
Jeffrey J. Hurd	Senior Executive Vice President and Chief Operating Officer
Anders Malmström (3)	Senior Executive Vice President and Chief Financial Officer
Brian Winikoff	Senior Executive Vice President and Head of U.S. Life, Retirement and Wealth Management

* Director

(1) Citizen of the Republic of France

(2) Citizen of the United Kingdom

(3) Citizen of the Switzerland

EX-99.9

Exhibit 9

Execution Version

PURCHASE AGREEMENT

Dated as of April 23, 2018

By and between

COLISEUM REINSURANCE COMPANY

and

AXA EQUITABLE HOLDINGS, INC.

relating to the purchase and sale of Units of Limited Partnership Interests in

ALLIANCEBERNSTEIN L.P.

PURCHASE AGREEMENT, dated as of April 23, 2018 (the “Agreement”), by and between AXA Equitable Holdings, Inc., a Delaware corporation (formerly known as AXA America Holdings, Inc., “Buyer”), and Coliseum Reinsurance Company, a Delaware insurance company (“Seller”).

W I T N E S S E T H:

WHEREAS, Seller and Buyer are both indirect subsidiaries of AXA S.A., a société anonyme organized under the laws of France (“AXA”);

WHEREAS, in furtherance of an internal reorganization of AXA and certain of its subsidiaries, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, 8,160,000 units of Limited Partnership Interests in AllianceBernstein L.P., a Delaware limited partnership (“AllianceBernstein”), owned beneficially and of record by Seller (the “Units”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

PURCHASE AND SALE

Section 1.01. Purchase and Sale of Units. Pursuant to the terms of this Agreement, on the Transfer Date (as defined below), Seller shall sell the Units to Buyer, and Buyer shall purchase the Units from Seller.

Section 1.02. Purchase Price. The aggregate purchase price for the Units to be purchased by Buyer shall be $216,566,400 (the “Purchase Price”). The Purchase Price shall be paid to Seller on April 23, 2018 or on such other date as shall be agreed to by the parties (such date being the “Transfer Date”). On the Transfer Date:

(a) Buyer shall deliver to Seller (or as Seller may direct) the Purchase Price in immediately available funds by wire transfer to an account designated by Seller, by notice to Buyer.

(b) Seller shall irrevocably transfer the Units to Buyer by submitting Seller’s certificate including the Units, accompanied by a stock power executed by Seller with medallion signature guarantee, to AllianceBernstein’s transfer agent, which shall issue a certificate indicating that Buyer is the registered owner of the Units.

Section 1.03. Further Assurances. Each of Buyer and Seller hereby agrees to execute and deliver such documents, certificates, agreements and other writings as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof that:

Section 2.01. Corporate Existence. Seller is an insurance company duly incorporated and validly existing and in good standing under the laws of Delaware.

Section 2.02. Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby are within Seller’s corporate powers and have been duly authorized by all necessary corporate action by or on behalf of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Section 2.03. Governmental Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency or official other than as have been obtained or made or as Seller will timely make.

Section 2.04. Noncontravention. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not and will not (i) violate any organizational documents of Seller, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, or (iii) require any consent or other action, except consents or other actions pursuant to the Amended and Restated Agreement of Limited Partnership of AllianceBernstein, dated as of October 29, 1999 (the “AllianceBernstein Limited Partnership Agreement”), by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled under, any provision of any agreement or other instrument binding upon Seller.

Section 2.05. Ownership of Units. Seller is the sole legal and beneficial owner of the Units, free and clear of any lien and any other limitation or restriction, except such restrictions as may apply generally to all outstanding AllianceBernstein units of Limited Partnership Interests, and on the Transfer Date Seller will transfer and deliver to Buyer valid title to the Units free and clear of any lien and any other limitation or restriction, except such restrictions as may apply

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generally to all outstanding AllianceBernstein units of Limited Partnership Interests or that may result directly or indirectly from Buyer’s affiliation with AXA SA. Seller received the Units either in the Exchange (as defined in the AllianceBernstein Limited Partnership Agreement) or in a transfer that was approved by AllianceBernstein Corporation, the general partner of AllianceBernstein.

Section 2.06. Legal Opinion. Seller has received a legal opinion from Proskauer Rose LLP confirming that the sale of the Units by Seller to Buyer (the “Sale”) will not cause AllianceBernstein to be classified as a publicly traded partnership within the meaning of Section 7704(a) of the Internal Revenue Code of 1986, as amended.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the date hereof that:

Section 3.01. Corporate Existence. Buyer is a corporation duly incorporated and validly existing and in good standing under the laws of Delaware.

Section 3.02. Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within Buyer’s corporate powers and have been duly authorized by all necessary corporate action by or on behalf of Buyer. This Agreement constitutes a valid and binding agreement of Buyer.

Section 3.03. Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency or official other than as have been obtained or made or as will be timely made.

Section 3.04. Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the organizational documents of Buyer, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, or (iii) require any consent or other action, except consents or other actions pursuant to the AllianceBernstein Limited Partnership Agreement, by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under, any provision of any agreement or other instrument binding upon Buyer.

ARTICLE 4

MISCELLANEOUS

Section 4.01. Termination. This Agreement may be terminated at any time prior to the Transfer Date by the mutual written consent of Buyer and Seller.

Section 4.02. Amendments and Waivers. This Agreement may be amended and the observance of any provision hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Seller and Buyer.

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Section 4.03. Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants and agreements contained herein or made in writing by Buyer or by Seller in this Agreement shall survive the Transfer Date, except for (a) those covenants and agreements, and the rights arising out of any breach of such covenants and agreements, contained herein that by their terms apply or are to be performed in whole or in part after the Transfer Date and (b) Sections 4.03- 4.14 of this Agreement.

Section 4.04. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any of Buyer or Seller without the prior written consent of the other party.

Section 4.05. Waiver of Jury Trial. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 4.06. Submission to Jurisdiction. With respect to any suit, action or proceeding relating to this Agreement (“Proceedings”), each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the courts of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of New York, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of New York, and (iv) consents to service being made through the notice procedures set forth in Section 4.11.

Section 4.07. Expenses. Except as otherwise provided herein, all costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether or not consummated, shall be paid by the party incurring such cost, fee or expense.

Section 4.08. Governing Law. This Agreement and the rights and duties hereunder of the parties hereto shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without giving effect to the principles or rules of conflicts of law thereof to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

Section 4.09. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Section 4.10. Counterparts. This Agreement may be executed in any number of counterparts and by electronic means, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

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Section 4.11. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given, and shall be deemed to have been duly given as follows, (a) if delivered in person, upon receipt, (b) if delivered by electronic mail, when delivered and, immediately after transmission, receipt of which has been confirmed by telephone or electronic mail by the sender, (c) if delivered by registered or certified mail (postage prepaid, return receipt requested), upon receipt to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Seller, to:

Coliseum Reinsurance Company

125 Broad Street

New York, New York 10004

Attention: Susan B. Wilcher, General Counsel

Email: susan.wilcher@axa-Im.com

If to Buyer, to:

AXA Equitable Holdings, Inc.

1290 Avenue of the Americas

New York, New York 10104

Attention: Dave Hattem, General Counsel

Email: dave.hattem@axa.us.com

Any of the parties hereto may designate another addressee or change its address for notices and other communications hereunder by a notice given to the other applicable parties in the manner provided for in this Section 4.11.

Section 4.12. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

Section 4.13. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 4.14. Entire Agreement. This Agreement represents the entire understanding of the parties hereto with respect to the matters contemplated hereby and supersedes any and all prior negotiations, agreements, and understandings, whether oral or written heretofore made.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

SELLER:
COLISEUM REINSURANCE COMPANY
By:	/s/ Thomas J. Taylor
	Name:  Thomas J. Taylor
	Title:   President & CEO

[Signature Page – Purchase Agreement for AllianceBernstein Units]

BUYER:
AXA EQUITABLE HOLDINGS, INC.
By:	/s/ Robin M. Raju
	Name: Robin Raju
	Title:   Senior Vice President and Treasurer

[Signature Page – Purchase Agreement for AllianceBernstein Units]

WRITTEN APPROVAL OF GENERAL PARTNER

AND AXA EQUITABLE LIFE INSURANCE COMPANY PURSUANT TO

SECTION 12.03(a) AND SECTION 12.03(c)

Pursuant to Section 12.03(a) and Section 12.03(c) of the Amended and Restated Agreement of Limited Partnership of AllianceBernstein L.P., dated as of October 29, 1999 and as amended on February 24, 2006 (“Agreement”), the General Partner and AXA Equitable Life Insurance Company hereby respectively approve the transfer of 8,160,000 Units of Limited Partnership Interests in AllianceBernstein L.P. by Coliseum Reinsurance Company to AXA Equitable Holdings, Inc. Terms defined in the Agreement are used herein as so defined.

Dated as of April 23, 2018

[Remainder of this page intentionally left blank.]

ALLIANCEBERNSTEIN CORPORATION
By:	/s/ David Lesser
	Name: David Lesser
	Title:   Corporate Secretary

[Signature Page – Written Approval Pursuant to Section 12.03(a) and Section 12.03(c)]

AXA EQUITABLE LIFE INSURANCE COMPANY
By:	/s/ Robin M. Raju
	Name: Robin Raju
	Title:   Managing Director

[Signature Page – Written Approval Pursuant to Section 12.03(a) and Section 12.03(c)]

April 23, 2018

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, NY 10105

Dear Sir or Madam:

AXA Equitable Holdings, Inc. (EIN: 90-0226248), in its capacity as Substituted Limited Partner in respect of 8,160,000 Limited Partnership Interests previously owned by Coliseum Reinsurance Company, hereby accepts all of the terms and provisions of the Amended and Restated Agreement of Limited Partnership of AllianceBernstein L.P., dated as of October 29, 1999 and as amended on February 24, 2006 (“Agreement”), including the grant of the powers of attorney provided for in the Agreement, and represents that the transfer of such Limited Partnership Interests was made in accordance with all applicable laws and regulations. Terms defined in the Agreement are used herein as so defined.

[Remainder of this page intentionally left blank.]

AXA EQUITABLE HOLDINGS, INC.
By:	/s/ Robin M. Raju
	Name: Robin Raju
	Title:   Senior Vice President and Treasurer

[Signature Page – Transfer Instrument]

CERTIFICATION OF

COLISEUM REINSURANCE COMPANY

PURSUANT TO SECTION 12.03(a)

Pursuant to Section 12.03(a) of the Amended and Restated Agreement of Limited Partnership of AllianceBernstein L.P., dated as of October 29, 1999 and as amended on February 24, 2006 (“Agreement”), Coliseum Reinsurance Company, as a Limited Partner that wishes to transfer its Limited Partnership Interests, hereby certifies that it received its entire Limited Partnership Interests either in the Exchange or in a transfer that was approved by the General Partner pursuant to Section 12.03 of the Agreement. Terms defined in the Agreement are used herein as so defined.

Dated as of April 23, 2018

COLISEUM REINSURANCE COMPANY
By:	/s/ Thomas J. Taylor
	Name: Thomas J. Taylor
	Title:   President & CEO

EX-99.10

Exhibit 10

Execution Version

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 23, 2018, is made by and between AXA Investment Managers S.A., a French société anonyme with a registered office at Tour Majunga, La Défense 9, 6 place de la Pyramide, 92800 Puteaux (France) and registered under number 393 051 826 RCS Nanterre (the “Seller”), and AXA Equitable Holdings, Inc., a Delaware corporation (formerly known as AXA America Holdings, Inc., the “Buyer”).

RECITALS

WHEREAS, the Seller owns all of the issued and outstanding shares of common stock (the “Shares”) of AXA-IM Holding U.S. Inc., a Delaware corporation (the “Company”);

WHEREAS, the Seller and Buyer are both indirect subsidiaries of AXA S.A., a société anonyme organized under the laws of France (“AXA”);

WHEREAS, in furtherance of an internal reorganization of AXA and certain of its subsidiaries (the “Reorganization”), the Company has distributed all of the shares of AXA IM US Group Holding Inc., a Delaware corporation (“Holdco”), to Seller (the “Distribution”);

WHEREAS, in furtherance of the Reorganization and following the Distribution, the Seller wishes to sell the Shares to the Buyer, and the Buyer wishes to purchase the Shares from the Seller, on the terms and conditions set forth in this Agreement; and

WHEREAS, AXA, the Seller and the Buyer have entered into a Tax Sharing Agreement, dated as of March 28, 2018, which provides among other things for the allocation of responsibility for taxes relating to the Reorganization (the “Tax Sharing Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the representations and agreements set forth in this Agreement, the parties hereto hereby agree as follows:

1. Purchase and Sale of the Shares. Subject to the terms and conditions hereof, at the Closing (as defined below), the Seller shall sell the Shares to the Buyer, and the Buyer shall purchase the Shares from the Seller, for an aggregate purchase price equal to the “Purchase Price”, as shown on Schedule A hereto (the “Purchase Price”, and such purchase of the Shares, the “Share Purchase”).

2. The Closing. The closing of the Share Purchase (the “Closing”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, at 8:00 a.m. (New York, New York time), or such other time and place upon which the parties may agree, concurrently with the execution and delivery of this Agreement. The date hereof is referred to hereinafter as the “Closing Date”. At the Closing:

2.1 the Seller shall deliver to the Buyer, free and clear of any mortgage, lien, pledge, security interest, lease, encumbrance and other adverse ownership interests (“Liens”) the Shares;

2.2 the Buyer shall pay to the Seller, by wire transfer of immediately available funds to an account designated by the Seller, an amount equal to the Purchase Price; and

2.3 the Seller shall deliver evidence to the Buyer that, in its capacity as sole stockholder of the Company, the Seller has adopted and approved a shareholder resolution substantially in the form attached hereto as Exhibit A (a) accepting the resignation of the directors of the Company and (b) appointing new directors of the Company selected by the Buyer, each with effect as of the Closing Date.

3. Covenants of the Seller. Promptly following the Closing, the Seller shall deliver or cause to be delivered to the Buyer all books, contracts, documents and records of the Company including, without limitation, the corporate records of the Company.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer that:

4.1 Formation and Standing. The Seller is a French société anonyme organized under the laws of France, validly existing and in good standing under the laws of France. The Seller is not insolvent (en cessation des paiements (as defined by the French commercial code)).

4.2 Authorization of Agreement, etc. The Seller has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Seller. The Seller has duly executed and delivered this Agreement, and assuming the due authorization, execution and delivery hereof by the Buyer, this Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a proceeding at law or in equity).

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4.3 No Violations. The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations under this Agreement will not conflict with or result in any violation of or default under any provision of any articles of association (statuts) or other organizational or governing instrument applicable to the Seller, the Company or any of their respective subsidiaries, or any agreement or other instrument to which the Seller, the Company or any of their respective subsidiaries is a party or by which it or any of their properties are bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Seller, the Company or any of their respective subsidiaries or their business or properties.

4.4 Title to Shares. The Shares have been duly authorized and validly issued and are fully paid and nonassessable. The Seller owns the Shares, beneficially and of record, free and clear of any Lien. Upon delivery of and payment for the Shares, the Buyer will acquire good and valid title to the Shares, free and clear of any Lien.

4.5 Governmental Filings and Approvals. No consents, authorizations or approvals of, waivers from or filings or registrations with, (a) any United States, federal, state, local, municipal, foreign or international government or governmental, legislative, judicial, regulatory or administrative authority, agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private), (b) any self-regulatory organization, or (c) any political subdivision of any of the foregoing (any of the foregoing in clauses (a) through (c), a “Governmental Authority”) are required to be made or obtained at or prior to the Closing by the Seller or any of its affiliates in connection with the execution, delivery or performance by the Seller of this Agreement or to consummate the Share Purchase except for consents, authorizations, approvals, waivers, filings or registrations (a) which have been made with or obtained from the applicable Governmental Authorities prior to the date hereof or (b) the failure of which to make with or obtain from the applicable Governmental Authorities would not materially impair the ability of the Company to conduct its business and operations following the Closing or the Seller to perform its obligations under this Agreement.

4.6 No Operations. The Company has not conducted any business, other than holding ownership interests in its subsidiaries and any business incidental thereto, prior to the date of this Agreement and has no assets, liabilities or obligations of any nature, with the exception of (a) interests in ownership units of AllianceBernstein, L.P., a Delaware limited partnership and (b) items set forth on Schedule B.

5. Representations and Warranties of the Buyer. The Buyer hereby represents and warrants to the Seller that:

5.1 Formation. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware.

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5.2 Authorization of Purchase, etc. The Buyer has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and the performance of its obligations hereunder have been duly authorized by all requisite corporate action of the Buyer. The Buyer has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery hereof by the Seller, this Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a proceeding at law or in equity).

5.3 No Violations. The consummation of the transactions contemplated hereby, and the performance of the Buyer’s obligations hereunder do not and will not conflict with, or result in any violation of or default under, any provision of any certificate of incorporation or formation, memorandum and articles of association, by-laws, limited liability company agreement, trust agreement, partnership agreement or other organizational or governing instrument applicable to the Buyer, or any agreement or other instrument to which the Buyer is a party or by which the Buyer or any of its properties are bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Buyer or to its business or properties.

5.4 Governmental Filings and Approvals. No consents, authorizations or approvals of, waivers from or filings or registrations with, any Governmental Authority are required to be made or obtained at or prior to the Closing by the Buyer or any of its affiliates in connection with the execution, delivery or performance by the Buyer of this Agreement or to consummate the Share Purchase contemplated hereby, except for consents, authorizations, approvals, waivers, filings or registrations (a) which have been made with or obtained from the applicable Governmental Authorities prior to the date hereof or (b) the failure of which to make or obtain from the applicable Governmental Authorities would not materially impair the ability of the Buyer or its affiliates to perform their respective obligations under this Agreement.

5.5 Financing. The Buyer has sufficient funds in cash to pay the Purchase Price.

6. Amendments and Waivers. This Agreement may be amended and the observance of any provision hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Seller and the Buyer.

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7. Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants and agreements contained herein or made in writing by the Buyer or by the Seller in this Agreement shall survive the Closing, except for (a) those covenants and agreements, and the rights arising out of any breach of such covenants and agreements, contained herein that by their terms apply or are to be performed in whole or in part after the Closing Date and (b) Sections 7 – 17 of this Agreement.

8. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any of the Buyer or the Seller without the prior written consent of the other party.

9. Waiver of Jury Trial. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

10. Expenses. Except as otherwise provided herein, all costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether or not consummated, shall be paid by the party incurring such cost, fee or expense.

11. Governing Law. This Agreement and the rights and duties hereunder of the parties hereto shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without giving effect to the principles or rules of conflicts of law thereof to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

12. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

13. Counterparts. This Agreement may be executed in any number of counterparts and by electronic means, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

14. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given, and shall be deemed to have been duly given as follows, (a) if delivered in person, upon receipt, (b) if delivered by electronic mail, when delivered and, immediately after transmission, receipt of which has been confirmed by telephone or electronic mail by the sender, (c) if delivered by registered or certified mail (postage prepaid, return receipt requested), upon receipt to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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If to the Seller, to:

AXA Investment Managers S.A.

Tour Majunga

La Défense 9

6 place de la Pyramide

92908 Paris La Défense Cedex

France

Attention: Jean-Christophe Ménioux, General Secretary

Email: jeanchristophe.menioux@axa-im.com

If to the Buyer, to:

AXA Equitable Holdings, Inc.

1290 Avenue of the Americas

New York, New York 10104

Attention: Dave Hattem, General Counsel

Email: dave.hattem@axa.us.com

Any of the parties hereto may designate another addressee or change its address for notices and other communications hereunder by a notice given to the other applicable parties in the manner provided for in this Section 14.

15. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17. Entire Agreement. This Agreement and the Tax Sharing Agreement represent the entire understanding of the parties hereto with respect to the matters contemplated hereby and supersedes any and all prior negotiations, agreements, and understandings, whether oral or written heretofore made.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

THE BUYER:
AXA EQUITABLE HOLDINGS, INC.
By:	/s/ Robin M. Raju
	Name:  Robin Raju
	Title:   Senior Vice President and Treasurer

[Signature Page – Stock Purchase Agreement for AXA-IM Holding U.S. Inc.]

THE SELLER:
AXA INVESTMENT MANAGERS S.A.
By:	/s/ Jean-Christophe Ménioux
	Name: Jean-Christophe Ménioux
	Title: General Secretary

[Signature Page – Stock Purchase Agreement for AXA-IM Holding U.S. Inc.]

Schedule A

Base Purchase Price:	$	1,112,943,806
Plus Retained Cash:	$	86,075
Plus Deferred Tax Asset:	$	2,519,652
Plus Other receivables – Interest Income:	$	160,361
Minus Accrual for Current Taxes on Operating Income:	$	(4,643,243	)
Minus Accrual for Current Taxes in Respect of the Distribution:	$	(51,872,340	)
Minus the $185 Million AXA Financial, Inc. Loan:	$	(185,000,000	)
Minus Accrual for Interest Accrual:	$	(655,283	)
Minus Other payable – outstanding checks:	$	(49,000	)
Purchase Price:	$	873,490,028

Schedule B

Retained Cash:	$	86,075
Deferred Tax Asset:	$	2,519,652
Other receivables – Interest Income:	$	160,361
Accrual for Current US Taxes:	$	(56,515,583	)
$185 Million AXA Financial, Inc. Loan:	$	(185,000,000	)
Accrual for Interest Accrual:	$	(655,283	)
Other payable – outstanding checks:	$	(49,000	)

Exhibit A

AXA-IM HOLDING U.S. INC.

Action by Written Consent of

the Sole Stockholder Without a Meeting

Pursuant to Section 228

of the General Corporation Law

of the State of Delaware

The undersigned, being the sole stockholder (the “Stockholder”) of AXA-IM Holding U.S. Inc., a Delaware corporation (the “Corporation”), does hereby consent to the adoption of, and does hereby adopt, pursuant to and in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and Section 8 of Article III of the Corporation’s bylaws (the “Bylaws”), the following resolutions:

WHEREAS, each of the following directors of the Corporation’s board of directors (the “Board”) has tendered his resignation as a director of the Company on or prior to the date hereof (the “Resignations”):

Andrea Rossi

Joseph Pinto;

WHEREAS, the Stockholder desires to accept such Resignations with effect as of the date on which the sale of the shares of the Corporation from the Stockholder to AXA Equitable Holdings, Inc. (“AEH”) becomes effective (such date, the “Effective Date”);

WHEREAS, Section 2 of Article III of the Bylaws provides that any vacancies in the Board may be filled by the Stockholder, and that the directors so chosen shall hold office until the next annual election and until their respective successors shall have been elected and qualified; and

WHEREAS, the Stockholder desires to fill the vacancies in the Board with directors selected by AEH, with effect as of the Effective Date.

NOW, THEREFORE, be it hereby resolved as follows:

RESOLVED, that the Resignations are hereby accepted, with effect as of the Effective Date;

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RESOLVED, FURTHER, that each of the following be, and each of them hereby is, appointed and elected as a director of the Corporation, to take office on the Effective Date and to serve until the next annual meeting of stockholders or until their respective successors shall have been elected and qualified or their earlier resignation or removal;

Director                     Mr. Mark PEARSON

Director                     Mr. Anders MALMSTROM

Director                     Mr. Dave HATTEM

RESOLVED, FURTHER, that any officer of the Corporation (each an “Authorized Person”) be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Corporation, to do and perform, or cause or authorize to be done and performed, any and all such other acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, in the name and on behalf of the Corporation, and under the Corporation’s seal, if requested or required, any and all such other agreements, undertakings, documents, consents, filings (including, without limitation, with governmental authorities and regulatory agencies), certificates or instruments, to give such notices or instructions, and to take such other actions and to do such other acts as any such Authorized Person may from time to time deem necessary or appropriate to effect the matters contemplated by the foregoing resolutions, or otherwise authorized by the foregoing resolutions, the taking of any such action to be conclusive evidence of such approval and authority;

RESOLVED, FURTHER, that the omission from this written consent of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorized Persons to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions, the taking of any such action to be conclusive evidence that the same has been authorized and approved by the Corporation;

RESOLVED, FURTHER, that all actions heretofore taken by an Authorized Person in connection with the subject matter of the foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects; and

FURTHER RESOLVED, that this Written Consent of the Sole Stockholder shall be filed with the minutes of the meetings of the Stockholder, and shall be treated for all purposes as votes taken at a meeting of the Stockholder.

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IN WITNESS WHEREOF, the undersigned has executed this Written Consent of the Sole Stockholder Without a Meeting as of the date stated.

	AXA INVESTMENT MANAGERS S.A.
Date:	By:
		Name:
		Title:

[Signature Page – Written Consent of Sole Stockholder – AXA-IM Holding U.S. Inc.]