EXHIBIT 99.8.56
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of May 1, 2015 by and among AQR Funds
(the "Trust"), a Delaware statutory trust, AQR Capital Management, LLC, a
Delaware limited liability company (the "Adviser"), and American United Life
Insurance Company ("AUL"), on behalf of itself and certain of its affiliates,
(the "Service Provider") with respect to each investment portfolio identified in
Schedule A attached hereto which is a part of an investment company registered
under the Investment Company Act of 1940, as amended, and shall each be
individually referred to herein as a "Fund" and, collectively, as the "Funds".
WHEREAS, the Adviser serves as the investment adviser to the Funds and is a
party to this Agreement for the sole purpose of paying certain of the fees
pursuant to Section 12 and Schedule A hereto that are not paid by the Trust;
WHEREAS, Service Provider provides services to customers who beneficially
own shares of the Funds ("Clients");
WHEREAS, the parties desire to facilitate the purchase and redemption of
shares of the Funds ("Shares") on behalf of Service Provider's Clients through
one or more accounts established on the shareholder accounting system of each
Fund, subject to the terms and conditions of this Agreement;
WHEREAS, it is intended that Service Provider will establish one or more
accounts with the Fund's transfer agent that will reflect corresponding
transactions and share balances in each Client's account ("Account").
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties hereto agree as follows:
1. PERFORMANCE OF SERVICES. Service Provider shall perform the following
services ("Services"), all in accordance with the terms of this Agreement:
(a) Establish and maintain Fund investments on behalf of Clients within
consolidated account(s) on a transaction processing and record keeping
system, and maintain ability to access Clients' current Fund information,
including without limitation, share balances, dividend information and
transaction history.
(b) Receive instructions from or on behalf of Clients for the purchase,
sale, exchange or redemption of Shares ("Instructions") and communicate the
Instructions, as directed to the Trust, or the Fund or its transfer agent
(the "Receiving Party"), for the purpose of enabling the Receiving Party to
input and execute orders that correspond to the Instructions on the books
of the Fund, in a time frame and manner as the parties shall, from time to
time, agree.
(c) Maintain records for and on behalf of each Client reflecting
Instructions and outstanding balances of Shares owned by the Client.
(d) Prepare and transmit to Client periodic consolidated account
statements.
(e) Provide Clients with copies of prospectuses, profiles, statements of
additional information (collectively "Prospectus"), proxy materials, and
periodic and special shareholder reports, to the extent and in the manner
required by law applicable to Service Provider.
(f) Assist with the solicitation of proxies from Clients, as requested by
the Trust, the Adviser or the Funds.
(g) Provide each Fund or its transfer agent (or any other party designated
by them) with such information regarding the sales by state or jurisdiction
of residence of Clients when required for purposes of the Fund's regulatory
requirements that the Service Provider has reasonably available to it.
(h) Distribute to Clients all dividends, capital gains or other payments
authorized by each Fund, with such distributions to be credited to Clients
in accordance with instructions received from Clients.
(i) Respond to Client inquiries regarding, among other things, share
prices, account balances, dividend amounts and dividend payment dates.
G) With respect to each Client's ownership of, or transactions with respect
to, any Fund, to the extent Service Provider is required to do so under law
or regulation applicable to Service Provider, prepare and file with the
appropriate federal agencies information and reports regarding (a)
dividends and other distributions, (b) amounts withheld on dividends and
other distributions and payments and (c) gross proceeds of sale
transactions.
(k) Collect and pay to the Fund or its designee any redemption fees based
upon the terms in the Fund's Prospectus.
2. APPOINTMENT AS AGENT. The Service Provider is hereby appointed as agent
for the Trust solely for the limited purpose of (i) receiving instructions by
Clients for purchases and redemptions of Shares, and (ii) transmitting
corresponding purchase and redemption orders ("Order") to the Trust or its
designee, each in accordance with the procedures outlined in Section 3.
For purposes of complying with Rule 22c-1 of the Investment Company Act of
1940, as amended, ("1940 Act"), the Service Provider, as an agent of the Trust,
agrees that all Instructions for a business day with respect to a Fund received
by the Service Provider prior to the close of trading on the New York Stock
Exchange ("Business Day") will be processed at that day's share price, provided
that Orders based on such Instructions are transmitted to the Trust or its
designee in accordance with Section 3. The Service Provider further represents
that it will (i) adopt and implement procedures reasonably designed to prevent
violations of law and Prospectus requirements related to timely order-taking and
market-timing activity, (ii) conduct an annual review of those procedures to
evaluate their adequacy, (iii) change and modifY the procedures as
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necessary to maintain their adequacy, and (iv) provide the Trust with a
description of the procedures upon the Trusts' request.
The Service Provider will immediately advise the Trust or its designee in
writing of any discrepancies between the Service Provider's records and the
balances, as applicable. Notwithstanding the Service Provider's appointment
under this Agreement as an agent of the Trust to receive Instructions, the
Service Provider will have no authority under this Agreement or otherwise to act
as agent for the Trust with respect to or in connection with the distribution of
Shares of any Fund.
3. ORDERS. All Orders transmitted by the Service Provider with respect to
Clients on any Business Day in accordance with this Agreement and each Fund's
then current Prospectus will be based on trade instructions that the Service
Provider received and accepted as being in good order from persons authorized to
give such instructions for or on behalf of Clients no later than the close of
trading on the trade date. Receipt of such trade instructions by the Service
Provider will be deemed to be receipt of the same by the Trust. Under no
circumstances will the Service Provider change, alter or manipulate any trade
instruction received by it in good order.
Service Provider agrees that Orders for net purchases or net redemptions of
Shares for each specified account derived from trade instructions received in
proper form by Service Provider prior to the close of trading on any given
Business Day ("Day 1") shall be processed that same evening and transmitted to
the Trust or its designee via the Fund/SERV System by midnight E.T. on the same
Business Day. Service Provider agrees that payment for net purchases of Shares
attributable to Orders executed for the Accounts shall be wired (in Federal
Funds). Dividends and capital gains distributions will be issued in accordance
with each Fund's Prospectus.
Notwithstanding the foregoing, should the Trust refuse any request to Purchase
shares, be required to suspend sales or withdraw the offering of Shares, the
Trust reserves the right to take such said action prior to notifying the Service
Provider.
4. OVERPAYMENTS TO PARTIES. If an adjustment is necessary to correct an
error that has caused an account to receive less or more than the amount of
Shares of a Fund to which it is entitled, the Trust shall direct its Transfer
Agent to cause the number of Shares of the applicable account to be adjusted to
reflect the proper amount of Shares in accordance with the procedures adopted by
the Trust and any applicable SEC regulations or guidance issued in connection
therewith.
5. MAINTENANCE OF RECORDS. The Trust and Service Provider shall maintain
and preserve all records as required by law to be maintained and preserved in
connection with providing the Services and making Shares available to Clients.
The Service Provider will maintain records of all Shares purchased and redeemed
by Clients (including the date and time of receipt of all Orders, price for all
transactions, and Share balances) and all reinvestments by Clients of dividends
and capital gains distributions paid by a Fund. Upon the request of the Trust or
its designee, Service Provider shall provide copies of all the historical
records relating to transactions between the Funds and Clients, written
communications regarding the Funds to or from such Clients and other materials,
in each case (i) as are maintained by Service Provider in
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the ordinary course of its business and in compliance with all applicable laws
and regulations, and (ii) as may reasonably be requested to enable the Trust or
its representatives to (a) monitor and review the Services, (b) comply with any
request of a governmental body or self-regulatory organization or a Client, (c)
verify compliance by Service Provider with the terms of this Agreement, (d) make
required regulatory reports, or (e) perform general customer supervision.
Service Provider agrees that it will permit the Trust or such representatives to
have reasonable access to its personnel and records in order to facilitate the
monitoring of the quality of the Services.
6. COMPLIANCE WITH APPLICABLE LAWS. In connection with its respective
activities contemplated under this Agreement, each party agrees to abide by the
Conduct Rules of the NASD, and all other rules of self-regulatory organizations
of which the relevant party is a member, as well as all laws, rules and
regulations, including federal and state securities laws, that are applicable to
the relevant party (and its associated persons). If the Service Provider is a
member of the NSCC or otherwise has access to the NSCC's NETWORKING system,
Service Provider represents and warrants that it will abide by applicable NSCC
Rules and the terms of the standard NSCC Networking Agreement
7. ANTI-MONEY LAUNDERING RESPONSIBILITY. Each party to this Agreement
acknowledges that it is a financial institution subject to the USA Patriot Act
of 2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which require,
among other things, that financial institutions adopt compliance programs to
guard against money laundering where applicable. Each party represents and
warrants that it is in compliance and will continue to comply with the AML Acts
and applicable rules thereunder ("AML Laws"), including NASD Conduct Rule 3011,
in all relevant respects. The parties agree to cooperate where applicable with
one another to satisfy AML due diligence policies of the Trust, which may
include annual compliance certifications and periodic due diligence reviews
and/or other requests deemed necessary or appropriate by the Trust to ensure
compliance with AML Laws.
8. PRIVACY. Service Provider represents that it has adopted and implemented
procedures to safeguard customer information and records that are reasonably
designed to: (a) ensure the security and confidentiality of customer records and
information; (b) protect against any anticipated threats or hazards to the
security or integrity of customer records and information; (c) protect against
unauthorized access to or use of customer records or information that could
result in substantial harm or inconvenience to any customer; (d) protect against
unauthorized disclosure of non-public personal information to unaffiliated third
parties; and (e) otherwise ensure Service Provider's compliance with Securities
and Exchanges Commission ("SEC") Regulation S-P.
9. CLIENT INFORMATION.
a. Agreement to Provide Information. Service Provider agrees to provide the
Trust or it designee, upon written request, the taxpayer identification
number ("TIN"), the Individual/International Taxpayer Identification Number
("ITIN"), or other government - issued identifier ("Gil"), if known, of any
or all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), and transaction type (purchase,
redemption,
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transfer, or exchange) of every purchase, redemption, transfer, or exchange
of Shares held through an account maintained by the Service Provider during
the period covered by the request.
(i) PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 180 calendar days from the date of the request,
for which transaction information is sought. The Trust may request
transaction information older than 180 calendar days from the date of
the request as it deems necessary to investigate compliance with
policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding Shares issued by
the Fund.
(ii) Form and Timing of Response.
(a) Service Provider agrees to provide, promptly upon request of
the Trust or its designee, the requested information specified in
Section 9(i). If requested by the Trust or its designee, Service
Provider agrees to use best efforts to determine promptly whether
any specific person about whom it has received the identification
and transaction information specified in Section 1(i) is itself a
financial intermediary ("Indirect Intermediary") and, upon further
request of the Fund or its designee, promptly either (i) provide
(or arrange to have provided) the information set forth in Section
1(i) for those Shareholders who hold an account with an Indirect
Intermediary or (ii) restrict or prohibit the Indirect
Intermediary from purchasing, in nominee name on behalf of other
persons, securities issued by the Fund. Service Provider
additionally agrees to inform the Fund whether it plans to perform
(i) or (ii).
(b) Responses required by this paragraph must be communicated m
writing and in a format mutually agreed upon by the parties.
(c) To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the
NSCC Standardized Data Reporting Format.
(iii) LIMITATIONS ON USE OF INFORMATION. The Trust agrees not to use the
information received for marketing or any other similar purpose without
the prior written consent of the Service Provider.
b. AGREEMENT TO RESTRICT TRADING. Service Provider agrees to execute
written instructions from the Trust to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been identified
by the Trust as having engaged in transactions of the Fund's Shares
(directly or indirectly through the Service Provider's account) that
violate policies established or utilized by the Trust for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Fund.
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(i) FORM OF INSTRUCTIONS. Instructions between the parties to restrict
or prohibit further purchases or exchanges of Fund Shares must include
the TIN, ITIN, or Gil, if known, and the specific restriction(s) to be
executed. If the TIN, ITIN, or Gil is not known, the instructions must
include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
(ii) Timing of Response. Service Provider agrees to execute instructions
as soon as reasonably practicable, but not later than five business days
after receipt of the instructions by the Service Provider.
(iii) CONFIRMATION BY SERVICE PROVIDER. Service Provider must provide
written confirmation to the Fund that instructions have been executed.
Service Provider agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the instructions
have been executed.
c. Definitions. For purposes of this Agreement:
(i) Pursuant to Section 9, and only Section 9 herein, the term "Trust"
also includes the Trust's principal underwriter and transfer agent. The
term does not include any "excepted funds" as defined in SEC Rule
22c-2(b) under the 1940 Act.
(ii) The term "Shares" means the interest of Shareholders corresponding
to the redeemable securities of record issued by the Fund under the 1940
Act that are held by the Service Provider.
(iii) The term "Shareholder" means the beneficial owner of Shares,
whether the Shares are held directly or by the Service Provider in
nominee name.
(iv) The term "written" includes electronic writings and facsimile
transmissions.
(v) The term "Service Provider" shall mean a "financial intermediary" as
defined in SEC Rule 22c-2.
(vi) The term "purchase" does not include automatic reinvestment of
dividends.
(vii) The term "promptly" as used in Section 9(a)(ii) shall mean as soon
as practicable but in no even later than 5 business days from the
Service Provider's receipt of the request for information from the Fund
or its designee.
10. REPRESENTATIONS WITH RESPECT TO FUNDS. Service Provider and its agents
and representatives shall not make any representations concerning a Fund or the
Shares except those contained in the then-current Prospectus of such Fund.
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11. RELATIONSHIP O(PARTIES. Except to the extent contemplated under this
Agreement, it is understood and agreed that all Services performed hereunder by
Service Provider shall be as an independent contractor and not as an employee or
agent of the Trust, and neither party shall hold itself out as an agent of the
other party with the authority to bind such party. In addition, except as
otherwise expressly provided for in this Agreement, the parties shall not use,
nor shall they allow their employees or agents to use any name, logo, trademark,
service xxxx or other proprietary designation of the other party, or any of
their investment portfolios, for advertising, trade, or any other purposes
whatsoever without the express prior written consent of the other party.
12. FEES AND EXPENSES. As consideration for the services rendered by
Service Provider hereunder, each Fund or the Adviser shall pay Service Provider
fees calculated and paid in accordance with Schedule A. Except as otherwise
provided in this Agreement, each party shall bear all expenses incidental to the
performance of its obligations under this Agreement. Notwithstanding the
foregoing, Service Provider acknowledges that any compensation to be paid under
this Agreement to the Service Provider by the Trust is paid from proceeds
collected by the Trust from each Fund or the Adviser, as applicable, and to the
extent the Trust is unable to collect such proceeds, for any reason, the amounts
payable to Service Provider will be reduced accordingly.
13. TERMINATION. This Agreement shall terminate; (i) at the option of the
Trust or Service Provider upon 30 days advance written notice to the other
parties hereto; (ii) in the event of a material breach that has not been cured
within ten days following a written notice of breach to the breaching party;
(iii) with respect to a Client, upon written notice to the Trust of the
termination of the Service Provider as a service provider to the Client or the
discontinuance of the Fund as an investment option offered by the Client; or
(iv) if, at any time, the authorizations, licenses, qualifications or
registrations required to be maintained by any of the parties to this Agreement
in connection with the performance of their respective duties under this
Agreement lapse or cease to remain in full force and effect. Upon termination of
this Agreement for any reason, Shares of a Fund will no longer be permitted to
be purchased pursuant to this Agreement, but Shares of a Fund may continue to be
redeemed pursuant to this Agreement. In such event, the Service Provider shall
continue to serve as an agent of the Fund for the limited purpose of receiving
Instructions for redemptions of Fund Shares and transmitting corresponding
Orders in accordance with the Agreement.
14. COVENANTS. The Service Provider covenants that it: (i) will transmit
Orders for a Business Day, in accordance with Section 3, that are based only on
those trade instructions that the Service Provider received and accepted as
being in good order (from persons authorized to give such Instructions for or on
behalf of Clients) no later than the close of trading for that Business Day;
(ii) will promptly review all Account information provided to it or made
available by the Transfer Agent and will immediately notify the Transfer Agent
in writing of any discrepancies between the records it maintains and the
balances in an Account, as applicable; (iii) is and will be responsible for
preparing and submitting all necessary reports, whether daily, periodic,
year-end, annual or special, to Clients, and, as applicable, will assist
Clients reporting to customers of Clients and to applicable federal and state
regulatory authorities; (iv) is and will be solely responsible for the actual
delivery to Clients of the proceeds of, and the collection of all
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required withholding of taxes from, all redemptions and the payment of all sums
withheld from such redemptions to the applicable federal or state tax
authorities.
15. INDEMNIFICATION.
(a) Indemnification by the Service Provider. The Trust, the Adviser, the
Funds and their respective officers, directors, employees, agents, and persons,
if any, who control them within the meaning of the Securities Act of 1933, as
amended, (the "Indemnified Persons") will not be held responsible, and the
Service Provider will indemnify and hold the Indemnified Persons harmless from
and against any and all reasonable losses, damages, costs, charges, counsel
fees, payments, expenses, and liabilities directly or indirectly arising out of
or relating to: (i) the Service Provider's lack of good faith, gross negligence,
or willful misconduct in carrying out its duties and responsibilities under this
Agreement; (ii) any breach of this Agreement or violation of law by the Service
Provider; (iii) any breach by the Service Provider of any obligation to Clients;
(iv) any failure by the Service Provider to communicate Orders as set forth
under this Agreement; (v) any communication of Orders by the Service Provider
which has not been, or is claimed not to have been, authorized by or on behalf
of Clients; or (vi) any error or omission, or cancellation of, any Order
communicated by the Service Provider to the Trust, including any error resulting
from erroneous Instructions communicated by or on behalf of Clients to the
Service Provider.
(b) Indemnification by the Trust. The Service Provider, its affiliates, and
their respective officers, directors, employees, and agents (the "Service
Provider's Indemnified Persons") will not be held responsible and the Trust will
indemnify and hold the Service Provider's Indemnified Persons harmless from and
against any and all reasonable losses, damages, costs, charges, counsel fees,
payments, expenses, and liabilities directly or indirectly arising out of or
relating to: (i) the Trust's lack of good faith, gross negligence, or willful
misconduct in carrying out its duties and responsibilities under this Agreement;
(ii) any breach of this Agreement or violation of law by the Trust; or (iii) any
adjustment made by Service Provider to an Account pursuant to this Agreement if
the reason for such adjustment arises directly from the Trusts' miscalculation
or incorrect reporting of daily NAV, dividend rate or capital gains rate of a
Fund.
16. CONTROL REPORTS. To the extent Service Provider has engaged an
accounting firm to assess its internal controls and issue a corresponding
Financial Intermediary Controls and Compliance Assessment ("XXXXX Report"),
Statement on Standards for Attestation Engagements No. 16 ("SSAE 16 Report"), or
Service Organization Controls Report ("SOC 1 Report") (collectively, "Control
Reports"), Service Provider agrees to provide the most current version of each
such Control Report to the Trust within 30 days of the date of this Agreement.
Additionally, Service Provider agrees to provide to the Trust any and all future
Control Reports within 30 days of issuance. To the extent Service Provider does
not engage an accounting firm to assess its internal controls under a XXXXX
Report, Service Provider agrees that upon request it will complete and provide
to the Trust an annual questionnaire in the format designated by the Trust (the
"Annual Questionnaire") that is designed to assess Service Provider's internal
controls relating to the services provided by Service Provider to the Trust and
the calculation, invoicing and payment of fees by the Trust to Service
Provider, it being understood that an SSAE 16 Report and/or SOC 1 Report may be
provided in lieu of a response to certain questions in the Annual Questionnaire,
as applicable.
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17. ADDITIONAL REPRESENTATIONS. Each party represents that (a) it is free
to enter into this Agreement and that by doing so it will not breach or
otherwise impair any other agreement or understanding with any other person,
corporation or other entity and (b) it has full power and authority under
applicable law, and has taken all action necessary, to enter into and perform
this Agreement. Service Provider further represents that:
(i) the arrangements provided for in this Agreement will be disclosed to
Clients through their representatives; and
(ii) it is properly registered and qualified under any applicable federal,
state and local laws to engage in the business and transactions
described in this Agreement.
18. NOTICE. Each notice required by this Agreement shall be given in
writing and delivered personally or mailed by certified mail or courier service
to the other party at the following address or such address as each party may
give notice to the other:
If to the Trust:
AQR Funds
Two Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention:
If to the Adviser:
AQR Capital Management, LLC
Two Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention:
If to Service Provider:
American United Life Insurance Co
000 X. Xxxxx Xx.
Xxxxxxxxxxxx, XX 00000
A notice given shall be deemed given immediately when delivered personally,
three business days after the date of mailing, or one day after delivery by
courier service.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware without reference to
the conflicts of law provisions thereof.
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20. GENERAL PROVISIONS. This Agreement contains the understanding of the
parties as it relates to the Services discussed herein and will supersede all
prior representations, promises, statements, arrangements, agreements,
warranties and understandings between the parties with respect to the subject
matter and consideration set forth under this Agreement.
This Agreement may be modified or amended, and the terms of this Agreement may
be waived, only by writing signed by each of the parties. However the provisions
of this Agreement shall in no way limit the authority of the Trust to take such
actions as it may deem appropriate or advisable in connection with all matters
relating to the operations of Shares.
This Agreement shall not be assigned by either party hereto, without the prior
written consent of the other party hereto.
The provisions of Sections 8 and 15 shall survive termination of this Agreement.
21. WAIVER. No term of this Agreement may be waived or changed except in a
writing signed by each party. Failure to insist on strict compliance with this
Agreement or with any of its terms or any continued conduct will not be
considered a waiver by any party of its rights under the Agreement. This
Agreement contains the entire understanding between the parties.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of this 29th day of April, 2015.
AQR FUNDS
By: /s/ Xxxxxxx X. Xxxx
----------------------------------------------------
Name: Xxxxxxx X. Xxxx
----------------------------------------------------
Title: Executive Vice President and Secretary
AQR Funds
----------------------------------------------------
AQR CAPITAL MANAGEMENT, LLC,
SOLELY WITH RESPECT TO SECTION 12 AND SCHEDULE A HERETO
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------------------
Name: Xxxxxxx Xxxxxxxx
----------------------------------------------------
Title: Senior Counsel & Head of Private Funds and Accounts
AQR Capital Management, LLC
----------------------------------------------------
AMERICAN UNITED LIFE INSURANCE COMPANY ("AUL")
By: /s/ Xxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxx X. Xxxxxx
----------------------------------------------------
Title: VP National Sales & Service
----------------------------------------------------
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SCHEDULE A
Fees
Name of Portfolio Share Class Fee Rate
----------------------------------------------- ------------- ----------
Class I 0.10%
AQR TM Large Cap Momentum Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR TM Small Cap Momentum Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR TM International Momentum Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Emerging Multi-Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Emerging Momentum Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Large Cap Momentum Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Small Cap Momentum Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR International Momentum Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR International Equity Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Global Equity Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Diversified Arbitrage Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Managed Futures Strategy Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Risk Parity Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Multi Strategy Alternative Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Large Cap Defensive Style Fund Class N 0.10%
Class R6 NONE
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Class I 0.10%
AQR International Defensive Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Emerging Defensive Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Risk-Balanced Commodities Strategy Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Risk Parity II MV Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Risk Parity II HV Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Large Cap Multi-Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Small Cap Multi-Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR International Multi-Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Managed Futures Strategy HV Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Long-Short Equity Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Style Premia Alternative Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Global Macro Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Style Premia Alternative LV Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR Equity Market Neutral Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR TM Large Cap Multi-Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR TM Small Cap Multi-Style Fund Class N 0.10%
Class R6 NONE
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Class I 0.10%
AQR TM International Multi-Style Fund Class N 0.10%
Class R6 NONE
Class I 0.10%
AQR TM Emerging Multi-Style Fund Class N 0.10%
Class R6 NONE
1. The following terms shall have the meanings defined below:
a. "DAILY VALUE" shall mean the Net Asset Value ("NAV") reported to
Service Provider by the Funds mutually agreeable means.
b. "QUALIFYING SHARES" shall mean all shares of a Fund purchased through
and held in an account established by the Service Provider with the Trust during
the term of this Agreement.
c. "FEE RATE" shall mean the basis points per annum, applicable to only
those Funds listed on Schedule A to this Agreement that are identified as
subject to the Fee Rate.
2. The Fee for each Fund shall be calculated each month by multiplying the
average Daily Value of the Qualifying Shares for the month held in the Service
Provider's accounts multiplied by the Fee Rate. The Fee will be paid quarterly
by each Fund (as applicable) after receipt of the Service Provider's invoice
prepared in accordance with this Agreement and delivered to the Fund or its
designee.
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