SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(1)(iii)

SECOND AMENDMENT

TO

INVESTMENT ADVISORY AGREEMENT

This second amendment (the “Amendment”) to the Investment Advisory Agreement is made as of the 22nd day of September, 2009 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 revise the list of funds covered by the Agreement.

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 CAPITAL MANAGEMENT, LLC
By:		/s/    Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx Title: Principal & General Counsel

AQR FUNDS
By:		/s/    Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx Title: Secretary

EXHIBIT A

(Amended as of September 22, 2009)

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		[•], 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		0.70% (Class N, I and Y Shares)
AQR Emerging Markets Fund		[•], 2009		0.70% (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 Diversified Arbitrage Fund		January 16, 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		[•], 2009		1.05% (Class N and I Shares)