FIFTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

FIFTH AMENDMENT TO

INVESTMENT ADVISORY AGREEMENT

This fifth amendment (the “Amendment”) to the Investment Advisory Agreement is made as of the 15th day of November, 2011 by and between AQR Funds, on behalf of each Fund listed on Exhibit A, and AQR Capital Management, LLC.

WHEREAS, the parties hereto have entered into an Investment Advisory Agreement dated as of December 4, 2008, as amended and in effect prior to giving effect to this Amendment (the “Agreement”); and

WHEREAS, the parties hereto wish to amend Exhibit A of the Agreement in order to add the AQR Tax-Managed Momentum Fund, the AQR Tax-Managed Small Cap Momentum Fund and the AQR Tax-Managed International Momentum Fund.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.        AMENDMENT OF EXHIBIT A. Exhibit A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Exhibit A attached hereto.

2.        Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

AQR FUNDS						AQR CAPITAL MANAGEMENT, LLC
By:		/s/  Xxxxxx XxxXxxx				By:		/s/  Xxxxxxx Xxxxxx
		Name: Xxxxxx XxxXxxx						Name: Xxxxxxx Xxxxxx
		Title: Vice President						Title: Chief Legal Officer

EXHIBIT A

(Amended as of October 1, 2010)

Name of Series		Commencement Date		Advisory Fee Each fee will be based on the average daily net assets of the Fund managed by the Adviser, and calculated as described in Section 6 of the Agreement.
AQR Global Equity Fund		December 31, 2009		0.40% (Class N, I and Y Shares)
AQR International Equity Fund		August 28, 2009		0.45% (Class N, I and Y Shares)
AQR International Small Cap Fund		[—], 2009		0.65% (Class N, I and Y Shares)
AQR Emerging Markets Fund		[—], 2009		0.75% (Class N, I and Y Shares)
AQR Equity Plus Fund		[—], 2009		0.70% (Class N and I Shares)
AQR Small Cap Core Fund		[—], 2009		0.70% (Class N and I Shares)
AQR Small Cap Growth Fund		[—], 2009		0.70% (Class N and I Shares)
AQR Momentum Fund		July 9, 2009		0.25% (Class L Shares)
AQR Small Cap Momentum Fund		July 9, 2009		0.35% (Class L Shares)
AQR International Momentum Fund		July 9, 2009		0.35% (Class L Shares)
AQR Managed Futures Strategy Fund		January 5, 2010		1.05% (Class N and I Shares)
AQR Tax-Managed Momentum Fund		[    ], 2011		0.30% (Class L Shares)
AQR Tax-Managed Small Cap Momentum Fund		[    ], 2011		0.40% (Class L Shares)
AQR Tax-Managed International Momentum Fund		[    ], 2011		0.40% (Class L Shares)