FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Exhibit (h)(5)(xxi)
FIFTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
This fifth amendment to the Second Amended and Restated Fee Waiver and Expense Reimbursement Agreement is made as of this 1st day of April, 2015 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; and
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 have entered into a Second Amended and Restated Fee Waiver and Expense Reimbursement Agreement, dated as of April 1, 2014 (the “Second 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 Second Amended and Restated Agreement in order to reflect name changes for certain Funds included therein, amend the expense caps for certain Funds included therein and reflect the re-classification of an existing share class 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 Second 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 Second 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 FUNDS | AQR CAPITAL MANAGEMENT, LLC | |||||||
| By: |
/s/ Xxxxxx XxxXxxx Name: Xxxxxx XxxXxxx Title: Chief Legal Officer and Vice President |
By: Name: Title: |
/s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Senior Counsel & Head of Private Funds and Managed Accounts | |||||
APPENDIX A
(Amended as of April 1, 2015)
FUNDS AND EXPENSE CAPS
| Name of Fund |
Class | Expense Cap | Date | |||||
| Active Funds: |
||||||||
| AQR Global Equity Fund |
N | 1.20 | % | January 29, 2014 – January 28, 2015 | ||||
| 1.15 | % | January 29, 2015 – January 28, 2017 | ||||||
| I | 0.90 | % | January 29, 2014 – January 28, 2017 | |||||
| R6 | 0.70 | % | January 8, 2014 – January 28, 2017 | |||||
| AQR International Equity Fund |
N | 1.25 | % | January 29, 2014 – January 28, 2015 | ||||
| 1.20 | % | January 29, 2015 – January 28, 2017 | ||||||
| I | 0.95 | % | January 29, 2014 – January 28, 2017 | |||||
| R6 | 0.75 | % | January 8, 2014 – January 28, 2017 | |||||
| AQR Diversified Arbitrage Fund |
N | 1.50 | % | March 31, 2011 – April 30, 2015 | ||||
| 1.45 | % | May 1, 2015 – April 30, 2016 | ||||||
| I | 1.20 | % | March 31, 2011 – April 30, 2016 | |||||
| R6 | 1.10 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Large Cap Momentum Style Fund |
I | 0.49 | % | March 31, 2011 – March 31, 2015 | ||||
| 0.40 | % | April 1, 2015 – January 28, 2017 | ||||||
| N | 0.74 | % | December 17, 2012 – March 31, 2015 | |||||
| 0.65 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.39 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.30 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Small Cap Momentum Style Fund |
I | 0.65 | % | March 31, 2011 – March 31, 2015 | ||||
| 0.60 | % | April 1, 2015 – January 28, 2017 | ||||||
| N | 0.90 | % | December 17, 2012 – March 31, 2015 | |||||
| 0.85 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.55 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.50 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR International Momentum Style Fund |
I | 0.65 | % | March 31, 2011 – March 31, 2015 | ||||
| 0.55 | % | April 1, 2015 – January 28, 2017 | ||||||
| N | 0.90 | % | December 17, 2012 – March 31, 2015 | |||||
| 0.80 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.55 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.45 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Emerging Momentum Style Fund |
I | 0.80 | % | May13, 2014 – March 31, 2015 | ||||
| 0.70 | % | April 1, 2015 – January 28, 2017 | ||||||
| N | 1.05 | % | May 13, 2014 – March 31, 2015 | |||||
| 0.95 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.70 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.60 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Managed Futures Strategy Fund |
N | 1.50 | % | March 31, 2011 – April 30, 2016 | ||||
| I | 1.25 | % | March 31, 2011 – April 30, 2016 | |||||
| R6 | 1.15 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Risk Parity Fund |
N | 1.20 | % | June 10, 2010 – April 30, 2016 | ||||
| I | 0.95 | % | June 10, 2010 – April 30, 2016 | |||||
| R6 | 0.85 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Multi-Strategy Alternative Fund |
N | 2.23 | % | July 18, 2011 – April 30, 2016 | ||||
| I | 1.98 | % | July 18, 2011 – April 30, 2016 | |||||
| R6 | 1.88 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR TM Large Cap Momentum Style Fund |
I | 0.49 | % | January 29, 2015 – March 31, 2015 | ||||
| 0.40 | % | April 1, 2015 – January 28, 2017 | ||||||
| N | 0.74 | % | January 29, 2015 – March 31, 2015 | |||||
| 0.65 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.39 | % | January 29, 2015 – March 31, 2015 | |||||
| 0.30 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR TM Small Cap Momentum Style Fund |
I | 0.65 | % | January 29, 2015 – March 31, 2015 | ||||
| 0.60 | % | April 1, 2015 – January 28, 2017 | ||||||
| N | 0.90 | % | January 29, 2015 – March 31, 2015 | |||||
| 0.85 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.55 | % | January 29, 2015 – March 31, 2015 | |||||
| 0.50 | % | April 1, 2015 – January 28, 2017 |
| AQR TM International Momentum Style Fund |
I | 0.65 | % | January 29, 2015 – March 31, 2015 | ||||
| 0.55 | % | April 1, 2015 – January 28, 2017 | ||||||
| N | 0.90 | % | January 29, 2015 – March 31, 2015 | |||||
| 0.80 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.55 | % | January 29, 2015 – March 31, 2015 | |||||
| 0.45 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Large Cap Defensive Style Fund |
N | 0.74 | % | May 1, 2013 – March 31, 2015 | ||||
| 0.65 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.49 | % | May 1, 2013 – March 31, 2015 | |||||
| 0.40 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.39 | % | September 2, 2014 – March 31, 2015 | |||||
| 0.30 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR International Defensive Style Fund |
N | 0.90 | % | May 1, 2013 – March 31, 2015 | ||||
| 0.80 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.65 | % | May 1, 2013 – March 31, 2015 | |||||
| 0.55 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.55 | % | September 2, 2014 – March 31, 2015 | |||||
| 0.45 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Emerging Defensive Style Fund |
N | 1.05 | % | April 1, 2014 – March 31, 2015 | ||||
| 0.95 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.80 | % | April 1, 2014 – March 31, 2015 | |||||
| 0.70 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.70 | % | September 2, 2014 – March 31, 2015 | |||||
| 0.60 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Risk-Balanced Commodities Strategy Fund |
N | 1.25 | % | May 1, 2014 – April 30, 2016 | ||||
| I | 1.00 | % | May 1, 2014 – April 30, 2016 | |||||
| R6 | 0.90 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Risk Parity II MV Fund |
N | 1.20 | % | November 5, 2012 – April 30, 2016 | ||||
| I | 0.95 | % | November 5, 2012 – April 30, 2016 | |||||
| R6 | 0.85 | % | September 2, 2014 – April 30, 2016 |
| AQR Risk Parity II HV Fund |
N | 1.40 | % | November 5, 2012 – April 30, 2016 | ||||
| I | 1.15 | % | November 5, 2012 – April 30, 2016 | |||||
| R6 | 1.05 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Large Cap Multi-Style Fund |
N | 0.79 | % | March 26, 2013 – March 31, 2015 | ||||
| 0.70 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.54 | % | March 26, 2013 – March 31, 2015 | |||||
| 0.45 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.44 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.35 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Small Cap Multi-Style Fund |
N | 1.00 | % | March 26, 2013 – March 31, 2015 | ||||
| 0.90 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.75 | % | March 26, 2013 – March 31, 2015 | |||||
| 0.65 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.65 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.55 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR International Multi-Style Fund |
N | 0.95 | % | March 26, 2013 – March 31, 2015 | ||||
| 0.85 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.70 | % | March 26, 2013 – March 31, 2015 | |||||
| 0.60 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.60 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.50 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Emerging Multi-Style Fund |
N | 1.10 | % | May 13, 2014 – March 31, 2015 | ||||
| 1.00 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.85 | % | May 13, 2014 – March 31, 2015 | |||||
| 0.75 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.75 | % | July 10, 2014 – March 31, 2015 | |||||
| 0.65 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR Long-Short Equity Fund |
N | 1.55 | % | July 17, 2013 – April 30, 2016 | ||||
| I | 1.30 | % | July 17, 2013 – April 30, 2016 | |||||
| R6 | 1.20 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Managed Futures Strategy HV Fund |
N | 1.90 | % | July 17, 2013 – April 30, 2016 | ||||
| I | 1.65 | % | July 17, 2013 – April 30, 2016 | |||||
| R6 | 1.55 | % | September 2, 2014 – April 30, 2016 |
| AQR Style Premia Alternative Fund |
N | 1.75 | % | October 30, 2013 – April 30, 2016 | ||||
| I | 1.50 | % | October 30, 2013 – April 30, 2016 | |||||
| R6 | 1.40 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Global Macro Fund |
N | 1.70 | % | April 8, 2014 – April 30, 2016 | ||||
| I | 1.45 | % | April 8, 2014 – April 30, 2016 | |||||
| R6 | 1.35 | % | September 2, 2014 – April 30, 2016 | |||||
| AQR Equity Market Neutral Fund |
N | 1.55 | % | October 7, 2014 – April 30, 2016 | ||||
| I | 1.30 | % | October 7, 2014 – April 30, 2016 | |||||
| R6 | 1.20 | % | October 7, 2014 – April 30, 2016 | |||||
| AQR Style Premia Alternative LV Fund |
N | 1.10 | % | September 17, 2014 – April 30, 2016 | ||||
| I | 0.85 | % | September 17, 2014 – April 30, 2016 | |||||
| R6 | 0.75 | % | September 17, 2014 – April 30, 2016 | |||||
| AQR TM Large Cap Multi-Style Fund |
N | 0.79 | % | February 11, 2015 – March 31, 2015 | ||||
| 0.70 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.54 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.45 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.44 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.35 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR TM Small Cap Multi-Style Fund |
N | 1.00 | % | February 11, 2015 – March 31, 2015 | ||||
| 0.90 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.75 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.65 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.65 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.55 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR TM International Multi-Style Fund |
N | 0.95 | % | February 11, 2015 – March 31, 2015 | ||||
| 0.85 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.70 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.60 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.60 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.50 | % | April 1, 2015 – January 28, 2017 | ||||||
| AQR TM Emerging Multi-Style Fund |
N | 1.10 | % | February 11, 2015 – March 31, 2015 | ||||
| 1.00 | % | April 1, 2015 – January 28, 2017 | ||||||
| I | 0.85 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.75 | % | April 1, 2015 – January 28, 2017 | ||||||
| R6 | 0.75 | % | February 11, 2015 – March 31, 2015 | |||||
| 0.65 | % | April 1, 2015 – January 28, 2017 |
| 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 |
