0001193125-10-218632 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT AQR FUNDS
Investment Management Agreement • September 28th, 2010 • AQR Funds • Delaware

INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of June 10, 2010, by and between the AQR Funds (“Trust”), a Delaware statutory trust, and AQR Capital Management, LLC (“Adviser”), a Delaware limited liability company (the “Agreement”).

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AQR FUNDS
Investment Sub-Advisory Agreement • September 28th, 2010 • AQR Funds • Delaware

AMENDED AND RESTATED AGREEMENT, dated and effective as of October 1, 2010, 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”).

Amendment No. 3 to Transfer Agency and Service Agreement
Agency and Service Agreement • September 28th, 2010 • AQR Funds

This Amendment No. 3, dated as of June 10, 2010, to the Transfer Agency and Service Agreement (this “Amendment”), by and between AQR Funds, a Delaware statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc. a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Transfer Agent”).

Amendment No. 3 to Distribution Agreement
Distribution Agreement • September 28th, 2010 • AQR Funds

This Amendment No. 3, dated as of June 10, 2010, to the Distribution Agreement (this “Amendment”), by and between AQR Funds, a Delaware statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

FOURTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 28th, 2010 • AQR Funds

This fourth amendment (the “Amendment”) to the Investment Advisory Agreement is made as of the 1st day of October, 2010 by and between AQR Funds, on behalf of each Fund listed on Exhibit A, and AQR Capital Management, LLC.

Amendment No. 3 to Transfer Agency Interactive Client Services Agreement
Agency Interactive Client Services Agreement • September 28th, 2010 • AQR Funds

This Amendment No. 3, dated as of June 10, 2010, to the Transfer Agency Interactive Client Services Agreement (this “Amendment”), by and between AQR Funds, a Delaware statutory trust established under the laws of the State of Delaware (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

THIRD AMENDMENT TO FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • September 28th, 2010 • AQR Funds

This third amendment (this “Amendment”) to Fee Waiver and Expense Reimbursement Agreement is made as of the 31st day of March, 2010 by and between AQR Funds, on behalf of each Fund listed on Appendix A, and AQR Capital Management, LLC.

SECOND AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • September 28th, 2010 • AQR Funds

This second amendment (the “Amendment”) to the Shareholder Services Agreement is made as of the 1st day of October, 2010 by and between AQR Funds, on behalf of each series listed on Schedule A, and AQR Capital Management, LLC.

FOURTH AMENDMENT TO FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • September 28th, 2010 • AQR Funds

This fourth amendment (this “Amendment”) to Fee Waiver and Expense Reimbursement Agreement is made as of the 10th day of June, 2010 by and between AQR Funds, on behalf of each Fund listed on Appendix A, and AQR Capital Management, LLC.

AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • September 28th, 2010 • AQR Funds

This amendment (the “Amendment”) to the Shareholder Services Agreement is made as of the 10th day of June, 2010 by and between AQR Funds, on behalf of each series listed on Schedule A, and AQR Capital Management, LLC.

THIRD AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 28th, 2010 • AQR Funds

This third amendment (the “Amendment”) to the Investment Advisory Agreement is made as of the 10th day of June, 2010 by and between AQR Funds, on behalf of each Fund listed on Exhibit A, and AQR Capital Management, LLC.

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