SECOND AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

Exhibit (d)(1)(xii)

SECOND AMENDMENT

TO

INVESTMENT MANAGEMENT AGREEMENT

This second amendment (the “Amendment”) to the Investment Management Agreement is made as of the 30th day of May, 2013 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 Management Agreement dated as of June 10, 2010, 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 Long-Short Equity Fund and the AQR Managed Futures Strategy HV 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 CAPITAL MANAGEMENT, LLC
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Principal & General Counsel
AQR FUNDS
By:		/s/ Xxxxxx XxxXxxx
		Name: Xxxxxx XxxXxxx
		Title: Vice President

EXHIBIT A

(Amended as of May 30, 2013)

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 Risk Parity Fund		June 10, 2010		0.75% on the first $1 billion of assets (Class N & I Shares)
				0.70% on assets in excess of $1 billion (Class N & I Shares)
AQR Diversified Arbitrage Fund		October 1, 2010		1.00% (Class N and I Shares)
AQR Multi-Strategy Alternative Fund		July 18, 2011		1.85% on the first $1 billion of assets (Class N & I Shares)
				1.80% on assets in excess of $1 billion (Class N & I Shares)
AQR Long-Short Equity Fund		June __, 2013		1.10% (Class N and I Shares)
AQR Managed Futures Strategy HV Fund		June __, 2013		1.45% (Class N and I Shares)