FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
FIRST AMENDMENT
TO
FOURTH AMENDED AND RESTATED
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
This first amendment to the Fourth Amended and Restated Fee Waiver and Expense Reimbursement Agreement is made as of this 16th day of August, 2018, 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, 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 thereto and to reflect the amending and restating of certain agreements as referenced in these recitals; and
WHEREAS, the parties hereto wish to amend Appendix A of the 4th A&R Agreement in order to add to the 4th A&R Agreement the AQR Volatility Risk Premium Fund.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, Trust and AQR agree as follows:
1. AMENDMENT OF APPENDIX A. Appendix A of the 4th A&R 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 4th A&R 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 FUNDS | AQR CAPITAL MANAGEMENT, LLC | |||||||
| By: |
/s/ Xxxxxx XxxXxxx |
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxx XxxXxxx |
Name: Xxxxxxx X. Xxxxxxx | |||||||
| Title: Chief Legal Officer & Vice President |
Title: Principal & Chief Legal Officer | |||||||
APPENDIX A
(Amended as of August 16, 2018)
FUNDS AND EXPENSE CAPS
| Name of Fund |
Class |
Expense |
Date | |||
| Active Funds: |
||||||
| AQR Global Equity Fund |
N
|
1.05%
|
January 29, 2017 – January 28, 2019
| |||
| I
|
0.80%
|
January 29, 2017 – January 28, 2019
| ||||
| R6
|
0.70%
|
January 8, 2014 – January 28, 2019
| ||||
| AQR International Equity Fund |
N |
1.15%
|
January 29, 2017 – January 28, 2018
| |||
| 1.10%
|
January 29, 2018 – January 28, 2019
| |||||
|
I |
0.90%
|
January 29, 2017 – January 28, 2018
| ||||
| 0.85%
|
January 29, 2018 – January 28, 2019
| |||||
|
R6 |
0.80%
|
January 29, 2017 – January 28, 2018
| ||||
| 0.75%
|
January 29, 2018 – January 28, 2019
| |||||
| AQR Diversified Arbitrage Fund |
N
|
1.45%
|
May 1, 2015 – April 30, 2019
| |||
| I
|
1.20%
|
March 31, 2011 – April 30, 2019
| ||||
| R6
|
1.10%
|
September 2, 2014 – April 30, 2019
| ||||
| AQR Large Cap Momentum Style Fund |
I
|
0.40%
|
April 1, 2015 – January 28, 2019
| |||
| N
|
0.65%
|
April 1, 2015 – January 28, 2019
| ||||
| R6
|
0.30%
|
April 1, 2015 – January 28, 2019
| ||||
| AQR Small Cap Momentum Style Fund |
I
|
0.60%
|
April 1, 2015 – January 28, 2019
| |||
| N
|
0.85% |
April 1, 2015 – January 28, 2019
| ||||
| R6
|
0.50% |
April 1, 2015 – January 28, 2019
| ||||
| AQR International Momentum Style Fund |
I
|
0.55%
|
April 1, 2015 – January 28, 2019
| |||
| N
|
0.80% |
April 1, 2015 – January 28, 2019
| ||||
| R6
|
0.45% |
April 1, 2015 – January 28, 2019
|
| AQR Emerging Momentum Style Fund |
I
|
0.70%
|
April 1, 2015 – January 28, 2019
| |||
| N
|
0.95% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.60% |
April 1, 2015 – January 28, 2019 | ||||
| AQR Managed Futures Strategy Fund |
N
|
1.50%
|
March 31, 2011 – April 30, 2019
| |||
| I
|
1.25% |
March 31, 2011 – April 30, 2019 | ||||
| R6
|
1.15% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Risk Parity Fund |
N
|
1.20% |
June 10, 2010 – April 30, 2019 | |||
| I
|
0.95% |
June 10, 2010 – April 30, 2019 | ||||
| R6
|
0.85% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Multi-Strategy Alternative Fund |
N
|
2.23%
|
July 18, 2011 – April 30, 2019
| |||
| I
|
1.98% |
July 18, 2011 – April 30, 2019 | ||||
| R6
|
1.88% |
September 2, 2014 – April 30, 2019 | ||||
| AQR TM Large Cap Momentum Style Fund |
I
|
0.40%
|
April 1, 2015 – January 28, 2019
| |||
| N
|
0.65% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.30% |
April 1, 2015 – January 28, 2019 | ||||
| AQR TM Small Cap Momentum Style Fund |
I
|
0.60%
|
April 1, 2015 – January 28, 2019
| |||
| N
|
0.85% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.50% |
April 1, 2015 – January 28, 2019 | ||||
|
AQR TM International Momentum Style Fund |
I
|
0.55%
|
April 1, 2015 – January 28, 2019
| |||
| N
|
0.80% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.45% |
April 1, 2015 – January 28, 2019 | ||||
| AQR Large Cap Defensive Style Fund |
N
|
0.65%
|
April 1, 2015 – January 28, 2019
| |||
| I
|
0.40% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.30% |
April 1, 2015 – January 28, 2019 | ||||
| AQR International Defensive Style Fund |
N
|
0.80%
|
April 1, 2015 – January 28, 2019
| |||
| I
|
0.55% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.45% |
April 1, 2015 – January 28, 2019 | ||||
| AQR Emerging Defensive Style Fund |
N
|
0.95%
|
April 1, 2015 – January 28, 2019
| |||
| I
|
0.70% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.60% |
April 1, 2015 – January 28, 2019 |
|
AQR Risk-Balanced Commodities Strategy Fund |
N
|
1.25% |
May 1, 2014 – April 30, 2019 | |||
| I
|
1.00% |
May 1, 2014 – April 30, 2019 | ||||
| R6
|
0.90% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Risk Parity II MV Fund |
N
|
1.20% |
November 5, 2012 – April 30, 2019 | |||
| I
|
0.95% |
November 5, 2012 – April 30, 2019 | ||||
| R6 |
0.85% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Risk Parity II HV Fund |
N
|
1.40% |
November 5, 2012 – April 30, 2019 | |||
| I
|
1.15% |
November 5, 2012 – April 30, 2019 | ||||
| R6 |
1.05% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Large Cap Multi-Style Fund |
N
|
0.70% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.45% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.35% |
April 1, 2015 – January 28, 2019 | ||||
| AQR Small Cap Multi-Style Fund |
N
|
0.90% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.65% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.55% |
April 1, 2015 – January 28, 2019 | ||||
| AQR International Multi-Style Fund |
N
|
0.85% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.60% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.50% |
April 1, 2015 – January 28, 2019 | ||||
| AQR Emerging Multi-Style Fund |
N
|
1.00% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.75% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.65% |
April 1, 2015 – January 28, 2019 | ||||
| AQR Long-Short Equity Fund |
N
|
1.55% |
July 17, 2013 – April 30, 2019 | |||
| I
|
1.30% |
July 17, 2013 – April 30, 2019 | ||||
| R6
|
1.20% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Managed Futures Strategy HV Fund |
N
|
1.90% |
July 17, 2013 – April 30, 2019 | |||
| I
|
1.65% |
July 17, 2013 – April 30, 2019 | ||||
| R6
|
1.55% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Style Premia Alternative Fund |
N
|
1.75% |
October 30, 2013 – April 30, 2019 | |||
| I
|
1.50% |
October 30, 2013 – April 30, 2019 | ||||
| R6
|
1.40% |
September 2, 2014 – April 30, 2019 | ||||
| AQR Global Macro Fund |
N |
1.70% |
April 8, 2014 – April 30, 2019 | |||
| I |
1.45% |
April 8, 2014 – April 30, 2019 | ||||
| R6 |
1.35% |
September 2, 2014 – April 30, 2019 |
| AQR Equity Market Neutral Fund |
N |
1.55% |
October 7, 2014 – April 30, 2019 | |||
| I |
1.30% |
October 7, 2014 – April 30, 2019 | ||||
| R6 |
1.20% |
October 7, 2014 – April 30, 2019 | ||||
| AQR Style Premia Alternative LV Fund |
N
|
1.10% |
September 17, 2014 – April 30, 2019 | |||
| I
|
0.85% |
September 17, 2014 – April 30, 2019 | ||||
| R6
|
0.75% |
September 17, 2014 – April 30, 2019 | ||||
| AQR TM Large Cap Multi-Style Fund |
N
|
0.70% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.45% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.35% |
April 1, 2015 – January 28, 2019 | ||||
| AQR TM Small Cap Multi-Style Fund |
N
|
0.90% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.65% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.55% |
April 1, 2015 – January 28, 2019 | ||||
| AQR TM International Multi-Style Fund |
N
|
0.85% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.60% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.50% |
April 1, 2015 – January 28, 2019 | ||||
| AQR TM Emerging Multi-Style Fund |
N
|
1.00% |
April 1, 2015 – January 28, 2019 | |||
| I
|
0.75% |
April 1, 2015 – January 28, 2019 | ||||
| R6
|
0.65% |
April 1, 2015 – January 28, 2019 | ||||
| AQR Large Cap Relaxed Constraint Equity Fund |
N
|
1.05% |
December 14, 2016 – January 28, 2019 | |||
| I
|
0.80% |
December 14, 2016 – January 28, 2019 | ||||
| R6
|
0.70% |
December 14, 2016 – January 28, 2019 | ||||
|
AQR Small Cap Relaxed Constraint Equity Fund |
N
|
1.25% |
December 14, 2016 – January 28, 2019 | |||
| I
|
1.00% |
December 14, 2016 – January 28, 2019 | ||||
| R6
|
0.90% |
December 14, 2016 – January 28, 2019 | ||||
| AQR International Relaxed Constraint Equity Fund |
N
|
1.20% |
December 14, 2016 – January 28, 2019 | |||
| I
|
0.95% |
December 14, 2016 – January 28, 2019 | ||||
| R6
|
0.85% |
December 14, 2016 – January 28, 2019 |
|
AQR Emerging Relaxed Constraint Equity Fund |
N |
1.40% |
December 14, 2016 – January 28, 2019
| |||
| I |
1.15% |
December 14, 2016 – January 28, 2019
| ||||
| R6 |
1.05% |
December 14, 2016 – January 28, 2019
| ||||
| AQR Alternative Risk Premia |
N |
1.65% |
September 19, 2017 – April 30, 2019
| |||
| I |
1.40% |
September 19, 2017 – April 30, 2019
| ||||
| R6 |
1.30% |
September 19, 2017 – April 30, 2019
| ||||
| AQR Core Plus Bond Fund |
N |
0.72% |
April 5, 2018 – January 28, 2019
| |||
| I |
0.47% |
April 5, 2018 – January 28, 2019
| ||||
| R6 |
0.37% |
April 5, 2018 – January 28, 2019
| ||||
| AQR High Yield Bond Fund |
N |
0.95% |
[ ] – January 28, 2019
| |||
| I |
0.70% |
[ ] – January 28, 2019
| ||||
| R6 |
0.60% |
[ ] – January 28, 2019
| ||||
| AQR Volatility Risk Premium Fund |
N |
1.00% |
[ ] – April 30, 2020
| |||
| I |
0.75% |
[ ] – April 30, 2020
| ||||
| R6 |
0.65% |
[ ] – April 30, 2020
| ||||
| 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 | ||||
| AQR Style Premia Alternative II Fund |
N
|
1.60% |
[ ] – April 30, 2018 | |||
| I
|
1.35% |
[ ] – April 30, 2018 | ||||
| R6
|
1.25% |
[ ] – April 30, 2018 |
