SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
SECOND AMENDMENT
TO
SIXTH AMENDED AND RESTATED
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
THIS SECOND AMENDMENT TO THE SIXTH AMENDED AND RESTATED AGREEMENT (this “Agreement”), made as of this 1st day of May, 2023 , 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, as amended (the “Original Agreement”) in order to reduce the investment advisory fees charged to the Funds described in the Investment Advisory Agreement (as defined below), 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; and
WHEREAS, the parties have entered into a 3rd Amended and Restated Investment Management Agreement with respect to certain Funds dated as of January 29, 2017 (“Management Agreement”) and an Investment Management Agreement II with respect to certain Funds dated as of November 13, 2015 (“Management Agreement II”) (together, the Management Agreement and Management Agreement II shall be referred to herein as, the “Investment Advisory Agreement”); and
WHEREAS, as of May 18, 2011, the parties amended and restated the Original Agreement (the “A&R Agreement”) in order to clarify certain exclusions included in Section 1 thereto; and
WHEREAS, as of April 1, 2014, the parties amended and restated the A&R Agreement (the “2nd A&R Agreement”) in order to clarify certain fee waivers included in Section 1 thereto; and
WHEREAS, as of May 12, 2016, the parties amended and restated the 2nd A&R Agreement (the “3rd A&R Agreement”) in order to reflect the amending and restating of certain agreements as referenced in these recitals; and
WHEREAS, as of November 17, 2017, the parties amended and restated the 3rd A&R Agreement (the “4th A&R Agreement”) in order to clarify certain exclusions included in Section 1 and to reflect the amending and restating of certain agreements as referenced in these recitals; and
WHEREAS, as of January 29, 2019, the parties amended and restated the 4th A&R Agreement (the “5th A&R Agreement”) in order to change the expense limits set by this agreement from a limit on each Fund’s total annual operating expenses to a limit on each Fund’s other operating expenses; and
WHEREAS, as of August 19, 2022, the parties amended and restated the 5th A&R Agreement (the “6th A&R Agreement”) in order to clarify certain exclusions included in Section 1 thereto; and
WHEREAS, as of January 29, 2023, the parties amended the 6th A&R Agreement in order to extend the term of the operating expense caps for certain Funds included on Appendix A thereto and to reflect the liquidation of AQR International Equity Fund.
WHEREAS, the parties desire to amend the 6th A&R Agreement in order to add reorganization expenses to the list of exclusions included in Section 1 thereto and to amend Appendix A to the 6th A&R Agreement in order to extend the term of the 6th A&R Agreement for certain Funds included therein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, Trust and AQR agree as follows:
1. AMENDMENT TO SECTION 1. Section 1 of the 6th A&R Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
“1. With respect to each Fund, for the period set forth in Appendix A hereto with respect to the Fund, AQR agrees to reimburse operating expenses for the Funds in an amount sufficient to limit for each class of shares of the Funds (as set forth in Appendix A) the other operating expenses (inclusive of all Fund operating expenses other than management fees and Rule 12b-1 fees and exclusive of interest, taxes, dividends on short sales, borrowing costs, acquired fund fees and expenses, interest expense relating to short sales, expenses related to class action claims, contingent expenses related to tax reclaim receipts, reorganization expenses and extraordinary expenses1). Such limit for each class of shares of the Funds shall be set at the levels set forth in Appendix A (“Maximum Permitted Rate”).”
2. AMENDMENT TO APPENDIX A. Appendix A of the 6th A&R Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto.
3. Except as modified hereby, the 6th A&R Agreement shall remain in full force and effect.
[signature page follows]
| 1 | Extraordinary expenses, include, but shall not be limited to, expenses of or relating to litigation or any legal proceeding or action, an investigation or indemnification to which a Fund is or may become a party, including any costs or counsel fees incurred in investigating the potential merits of any claim. |
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 FUNDS | AQR CAPITAL MANAGEMENT, LLC | |||||||
| By: | /s/ Xxxxxx XxxXxxx |
By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxxx XxxXxxx | Name: Xxxxx Xxxxxx | |||||||
| Title: Chief Legal Officer, Secretary and Vice President | Title: Executive Director | |||||||
APPENDIX A
FUNDS AND EXPENSE CAPS
| Name of Fund |
Class | Expense Cap |
Date | |||||||
| Active Funds: |
||||||||||
| AQR Global Equity Fund |
N | 0.20 | % | January 29, 2019 – January 28, 2024 | ||||||
| I | 0.20 | % | January 29, 2019 – January 28, 2024 | |||||||
| R6 | 0.10 | % | January 29, 2019 – January 28, 2024 | |||||||
| AQR Diversified Arbitrage Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||||
| AQR Large Cap Momentum Style Fund |
I | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||||
| N | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||||
| AQR Small Cap Momentum Style Fund |
I | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||||
| N | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||||
| AQR International Momentum Style Fund |
I | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||||
| N | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||||
| AQR Managed Futures Strategy Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||||
| AQR Multi-Asset Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||||
| AQR Large Cap Defensive Style Fund |
N | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||||
| I | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||||
| AQR International Defensive Style Fund |
N | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||
| I | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||
| AQR Risk-Balanced Commodities Strategy Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||
| AQR Large Cap Multi-Style Fund |
N | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||
| I | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||
| AQR Small Cap Multi-Style Fund |
N | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||
| I | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||
| AQR International Multi-Style Fund |
N | 0.15 | % | January 29, 2019 – January 28, 2024 | ||||
| I | 0.15 | % | January 29, 2019 – January 28, 2024 | |||||
| R6 | 0.05 | % | January 29, 2019 – January 28, 2024 | |||||
| AQR Emerging Multi-Style II Fund |
N | 0.20 | % | January 29, 2019 – January 28, 2024 | ||||
| I | 0.20 | % | January 29, 2019 – January 28, 2024 | |||||
| R6 | 0.10 | % | January 29, 2019 – January 28, 2024 | |||||
| AQR Long-Short Equity Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||
| AQR Managed Futures Strategy HV Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||
| AQR Style Premia Alternative Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||
| AQR Macro Opportunities Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 |
| AQR Equity Market Neutral Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||
| AQR Alternative Risk Premia Fund |
N | 0.20 | % | May 1, 2019 – April 30, 2024 | ||||
| I | 0.20 | % | May 1, 2019 – April 30, 2024 | |||||
| R6 | 0.10 | % | May 1, 2019 – April 30, 2024 | |||||
| AQR Diversifying Strategies Fund |
N | 0.20 | % | June 8, 2020 – April 30, 2024 | ||||
| I | 0.20 | % | June 8, 2020 – April 30, 2024 | |||||
| R6 | 0.10 | % | June 8, 2020 – April 30, 2024 | |||||
| AQR Sustainable Long-Short Equity Carbon Aware Fund |
N | 0.20 | % | December 14, 2021 – April 30, 2024 | ||||
| I | 0.20 | % | December 14, 2021 – April 30, 2024 | |||||
| R6 | 0.10 | % | December 14, 2021 – April 30, 2024 |
