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AB DISCOVERY GROWTH FUND, INC.
MANAGEMENT AGREEMENT, made this 13th day
of November, 2019 between AB DISCOVERY GROWTH FUND, INC., a Maryland corporation (hereinafter called the “Investment Corporation”),
and ALLIANCEBERNSTEIN L.P., a Delaware corporation (hereinafter called the “Manager”).
WHEREAS, the Investment Corporation has
been organized for the purpose of investing its funds in chemical, government and other permitted securities and desires to avail
itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager
perform for it various management, statistical, accounting and clerical services; and the Manager is willing to furnish such advice,
facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained, it is agreed as follows:
Investment Corporation hereby employs the Manager to manage the investment and reinvestment of the assets of the Investment Corporation
and to administer its affairs, subject to the overall supervision of the Board of Directors of the Investment Corporation for the
period and on the terms as set forth herein. The Manager hereby accepts such employment and agrees during such period, at its expense,
to render the services and to assume the obligations as set forth herein for the compensation provided herein.
Manager will recommend from time to time to the Board of Directors or a committee thereof a general investment program and, subject
to the overall supervision of the Board of Directors of the Investment Corporation, will manage the investment and reinvestment
of the assets of the Investment Corporation. Such general investment program and the implementation thereof will be in accordance
with the policies and restrictions set forth in the Investment Corporation’s Registration Statement under the Investment
Company Act of 1940 and its Prospectus which is part of such Registration Statement under the Securities Act of 1933, and such
other policies as may from time to time be adopted by the Board of Directors.
Manager will administer the Investment Corporation’s corporate affairs, subject to the overall supervision of the Board of
Directors of the Investment Corporation and, in connection therewith, shall furnish the Investment Corporation with an office,
and with ordinary clerical and bookkeeping services at such office, and shall authorize and permit any of its directors, officers
and employees who may be elected as directors or officers of the Investment Corporation, to serve in the capacities in which they
are elected. All services to be furnished by the Manager under this Agreement may be furnished through the medium of any such directors,
officers or employees of the Manager.
In connection with the administration of
the corporate affairs of the Investment Corporation, the Manager will bear all of the following expenses:
salaries and expenses of all personnel, except the fees and expenses of directors who are not affiliated persons of the manager,
expenses incurred by the Manager or by the Investment Corporation in connection with the management of the investment and reinvestment
of the assets of the Investment Corporation and in the ordinary course of the administration of the corporate affairs of the Investment
Corporation, other than those specifically assumed by the Investment Corporation herein.
Except as otherwise expressly provided above, the Investment
Corporation assumes and will pay expenses of the…
Read More:Form 485BPOS AB DISCOVERY GROWTH FUND