EIGHTH AMENDMENT TO AMENDED AND RESTATED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Exhibit (h)(5)(xv)
EIGHTH AMENDMENT TO AMENDED AND RESTATED
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
This Eighth amendment to the Amended and Restated Fee Waiver and Expense Reimbursement Agreement is made as of this 4th day of December, 2013 by and between the AQR Funds (“Trust”), on behalf of its series listed on Appendix A hereto (each, a “Fund”), and AQR Capital Management, LLC (“AQR”).
WHEREAS, the parties hereto entered into a Fee Waiver and Expense Reimbursement Agreement dated as of December 10, 2008 (the “Agreement”) in order to reduce the investment advisory fees charged to the Funds described in the Advisory Agreement, waive other fees it is entitled to receive from the Funds and/or reimburse certain operating expenses for the Funds to keep net expenses at specified levels as set forth in Appendix A;
WHEREAS, the parties have entered into an Amended and Restated Fee Waiver and Expense Reimbursement Agreement dated as of May 18, 2011 (the “Amended and Restated Agreement”) in order to clarify certain exclusions included in Section 1 of the Agreement; and
WHEREAS, the parties hereto wish to amend Appendix A of the Amended and Restated Agreement in order to extend the term of the Amended and Restated Agreement and/or amend the expense cap for certain Funds included therein.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, Trust and AQR agree as follows:
1. AMENDMENT OF APPENDIX A. Appendix A of the Amended and Restated Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto.
2. Except as modified hereby, the Amended and Restated Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first written above.
| AQR CAPITAL MANAGEMENT, LLC | ||||||||||
| By: | /s/ Xxxxxx XxxXxxx |
By: | /s/ Xxxxxxx Xxxxxx | |||||||
| Name: Xxxxxx XxxXxxx |
Name: Xxxxxxx Xxxxxx | |||||||||
| Title: Vice President |
Title: Principal and Chief Legal Officer | |||||||||
APPENDIX A
(Amended as of December 4, 2013)
FUNDS AND EXPENSE CAPS
| Name of Fund |
Class | Expense Cap |
Date | |||
| Active Funds: |
||||||
| AQR Global Equity Fund |
N | 1.25% | May 1, 2012 – January 28, 2014 | |||
| 1.20% | January 29, 2014 – January 28, 2015 | |||||
| I | 0.95% | May 1, 2012 – January 28, 2014 | ||||
| 0.90% | January 29, 2014 – January 28, 2015 | |||||
| R6 | 0.70% | [ ], 2014 – January 28, 2015 | ||||
| AQR International Equity Fund |
N | 1.30% | May 1, 2012 – January 28, 2014 | |||
| 1.25% | January 29, 2014 – January 28, 2015 | |||||
| I | None | May 1, 2013 – January 28, 2014 | ||||
| 0.95% | January 29, 2014 – January 28, 2015 | |||||
| R6 | 0.75% | [ ], 2014 – January 28, 2015 | ||||
| AQR Diversified Arbitrage Fund |
N | 1.50% | March 31, 2011 – April 30, 2015 | |||
| I | 1.20% | March 31, 2011 – April 30, 2015 | ||||
| AQR Momentum Fund |
L | 0.49% | March 31, 2011 – January 28, 2015 | |||
| N | 0.74% | December 17, 2012 – January 28, 2015 | ||||
| AQR Small Cap Momentum Fund |
L | 0.65% | March 31, 2011 – January 28, 2015 | |||
| N | 0.90% | December 17, 2012 – January 28, 2015 | ||||
| AQR International Momentum Fund |
L | 0.65% | March 31, 2011 – January 28, 2015 | |||
| N | 0.90% | December 17, 2012 – January 28, 2015 | ||||
| AQR Managed Futures Strategy Fund |
N | 1.50% | March 31, 2011 – April 30, 2015 | |||
| I | 1.25% | March 31, 2011 – April 30, 2015 | ||||
| AQR Risk Parity Fund |
N | 1.20% | June 10, 2010 – April 30, 2015 | |||
| I | 0.95% | June 10, 2010 – April 30, 2015 | ||||
| AQR Multi-Strategy Alternative Fund |
N | 2.23% | July 18, 2011 – April 30, 2015 | |||
| I | 1.98% | July 18, 2011 – April 30, 2015 | ||||
| AQR Tax-Managed Momentum Fund |
L | 0.54% | January 27, 2012 – January 28, 2015 | |||
| N | 0.79% | December 17, 2012 – January 28, 2015 |
| AQR Tax-Managed Small Cap Momentum Fund |
L | 0.70% | January 27, 2012 – January 28, 2015 | |||
| N | 0.95% | December 17, 2012 – January 28, 2015 | ||||
| AQR Tax-Managed International Momentum Fund |
L | 0.70% | January 27, 2012 – January 28, 2015 | |||
| N | 0.95% | December 17, 2012 – January 28, 2015 | ||||
| AQR U.S. Defensive Equity Fund |
N | 1.00% | July 9, 2012 – April 30, 2013 | |||
| 0.74% | May 1, 2013 – January 28, 2015 | |||||
| I | 0.75% | July 9, 2012 – April 30, 2013 | ||||
| 0.49% | May 1, 2013 – January 28, 2015 | |||||
| AQR International Defensive Equity Fund |
N | 1.15% | July 9, 2012 – April 30, 2013 | |||
| 0.90% | May 1, 2013 – January 28, 2015 | |||||
| I | 0.90% | July 9, 2012 – April 30, 2013 | ||||
| 0.65% | May 1, 2013 – January 28, 2015 | |||||
| AQR Emerging Defensive Equity Fund |
N | 1.40% | July 9, 2012 – April 30, 2013 | |||
| 1.15% | May 1, 2013 – January 28, 2015 | |||||
| I | 1.15% | July 9, 2012 – April 30, 2013 | ||||
| 0.90% | May 1, 2013 – January 28, 2015 | |||||
| AQR Risk-Balanced Commodities Strategy Fund |
N | 1.30% | July 9, 2012 – April 30, 2014 | |||
| 1.25% | May 1, 2014 – April 30, 2015 | |||||
| I | 1.05% | July 9, 2012 – April 30, 2014 | ||||
| 1.00% | May 1, 2014 – April 30, 2015 | |||||
| AQR Risk Parity II MV Fund |
N | 1.20% | November 5, 2012 – April 30, 2015 | |||
| I | 0.95% | November 5, 2012 – April 30, 2015 | ||||
| AQR Risk Parity II HV Fund |
N | 1.40% | November 5, 2012 – April 30, 2015 | |||
| I | 1.15% | November 5, 2012 – April 30, 2015 | ||||
| AQR Core Equity Fund |
N | 0.79% | March 26, 2013 – April 30, 2015 | |||
| L | 0.54% | March 26, 2013 – April 30, 2015 | ||||
| AQR Small Cap Core Equity Fund |
N | 1.00% | March 26, 2013 – April 30, 2015 | |||
| L | 0.75% | March 26, 2013 – April 30, 2015 | ||||
| AQR International Core Equity Fund |
N | 0.95% | March 26, 2013 – April 30, 2015 | |||
| L | 0.70% | March 26, 2013 – April 30, 2015 | ||||
| AQR Long-Short Equity Fund |
N | 1.55% | July 17, 2013 – April 30, 2015 | |||
| I | 1.30% | July 17, 2013 – April 30, 2015 | ||||
| AQR Managed Futures Strategy HV Fund |
N | 1.90% | July 17, 2013 – April 30, 2015 | |||
| I | 1.65% | July 17, 2013 – April 30, 2015 | ||||
| AQR Style Premia Alternative Fund |
N | 1.75% | October 30, 2013 – April 30, 2015 | |||
| I | 1.50% | October 30, 2013 – April 30, 2015 | ||||
| Dormant Funds |
||||||
| AQR International Small Cap Fund |
N | 1.60% | March 31, 2010 – May 1, 2011 | |||
| I | 1.25% | March 31, 2010 – April 30, 2010 | ||||
| 1.20% | May 1, 2010 – May 1, 2011 | |||||
| Y | 1.00% | March 31, 2010 – May 1, 2011 |
| AQR Emerging Markets Fund |
N | 1.60% | March 31, 2010 – April 30, 2010 | |||
| 1.75% | May 1, 2010 – May 1, 2011 | |||||
| I | 1.25% | March 31, 2010 – April 30, 2010 | ||||
| 1.45% | May 1, 2010 – May 1, 2011 | |||||
| Y | 1.05% | April 30, 2010 | ||||
| AQR Equity Plus Fund |
N | 1.60% | March 31, 2010 – April 30, 2010 | |||
| I | 1.20% | March 31, 2010 – April 30, 2010 | ||||
| AQR Small Cap Core Fund |
N | 1.40% | March 31, 2010 – April 30, 2010 | |||
| I | 1.20% | March 31, 2010 – April 30, 2010 | ||||
| AQR Small Cap Growth Fund |
N | 1.50% | March 31, 2010 – April 30, 2010 | |||
| I | 1.20% | March 31, 2010 – April 30, 2010 | ||||
| AQR Risk-Balanced Commodities Strategy LV Fund |
N | 1.05% | July [ ], 2012 – April 30, 2014 | |||
| I | 0.80% | July [ ], 2012 – April 30, 2014 |
