0001193125-08-255181 Sample Contracts

INVESTMENT ADVISORY AGREEMENT AQR FUNDS
Investment Advisory Agreement • December 17th, 2008 • AQR Funds • Delaware

AGREEMENT, dated and effective as of December 4, 2008, by and between the AQR Funds (“Trust”), a Delaware statutory trust, and AQR Capital Management, LLC (“Adviser”), a Delaware limited liability company.

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INVESTMENT SUB-ADVISORY AGREEMENT AQR FUNDS
Investment Sub-Advisory Agreement • December 17th, 2008 • AQR Funds • Delaware

AGREEMENT, dated and effective as of December 4, 2008, by and among AQR Funds (“Trust”), a Delaware statutory trust, AQR Capital Management, LLC (“Adviser”), a Delaware limited liability company, and CNH Partners, LLC, a Delaware limited liability company (“Sub-Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 17th, 2008 • AQR Funds • Delaware

AGREEMENT dated as of December 8, 2008, between AQR Funds, an open-end, management investment company organized as a Delaware statutory trust under the laws of the State of Delaware, having its principal place of business at Two Greenwich Plaza, 3rd Floor, Greenwich, Connecticut 06830 (“Trust”) and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“Distributor”).

CUSTODY AGREEMENT
Custody Agreement • December 17th, 2008 • AQR Funds • New York

AGREEMENT, dated as of December 2, 2008 between AQR Funds, a Delaware statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830, on behalf of each of its separate Series, (“Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • December 17th, 2008 • AQR Funds • Delaware

WHEREAS, the parties have entered into an Investment Advisory Agreement with respect to the Funds dated as of December 4, 2008 (“Advisory Agreement”); and

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 17th, 2008 • AQR Funds • Colorado

Transfer Agency and Services Agreement (“Agreement”) made this 8th day of December, 2008, between AQR Funds, a Delaware statutory trust established under the laws of the State of Delaware, having its principal place of business at Two Greenwich Plaza, 3rd Floor, Greenwich, Connecticut 06830 (“Trust”) and ALPS Fund Services, Inc., a Colorado corporation having its principal office at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“Transfer Agent”).

AQR Funds
AQR Funds • December 17th, 2008

This agreement is subject to the understanding that you have no present intention of selling or redeeming the shares so acquired.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • December 17th, 2008 • AQR Funds • New York

AGREEMENT made as of December 2, 2008 by and between AQR Funds, a Delaware statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830, on behalf of each of its separate Series (the “Series” of the “Fund”) and The Bank of New York Mellon (“BNY”).

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • December 17th, 2008 • AQR Funds • Delaware

This Agreement is made as of December 4, 2008 between AQR Funds, a Delaware statutory trust (“Trust”), on behalf of each series set forth on Schedule A hereto, as amended from time to time (each, a “Fund”), and AQR Capital Management, LLC, a Delaware limited liability company (“Adviser”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • December 17th, 2008 • AQR Funds • New York

AGREEMENT made as of December 5, 2008, by and between AQR Funds (the “Fund”), and The Bank of New York Mellon, a New York banking organization (“BNY”).

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