EX-99.(M)(II) 11 d329919dex99mii.htm AMENDED EXHIBIT A TO AMENDED AND RESTATED DISTRIBUTION PLAN Amended Exhibit A to Amended and Restated Distribution Plan

AQR FUNDS

AMENDED AND RESTATED DISTRIBUTION PLAN

WHEREAS, AQR Funds (“Trust”) is an open-end investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”) that has established multiple series of its shares of beneficial interest, each having multiple classes of shares; and

WHEREAS, on November 25, 2008, the Trust adopted, on behalf of each of the series set forth on Exhibit A hereto, as amended from time to time (the “Funds”), a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the “Original Plan”) with respect to Class N shares of the Funds; and

WHEREAS, the Trust desires to amend and restate the Original Plan in order to amend the terms contained in paragraph 2 herein (the “Amended and Restated Plan” or the “Plan”); and

WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that adoption of the Amended and Restated Plan will benefit the Trust, the Funds and the Funds’ shareholders.

NOW, THEREFORE, the Trust, on behalf of the Funds, hereby adopts the terms of the Amended and Restated Plan, in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:

1. The Funds shall make payments for the distribution of their Class N shares up to the annual rate of each respective Fund’s average daily net assets attributable to Class N shares set forth in Exhibit A. This fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Trustees shall determine, subject to any applicable restriction imposed by law, rule or regulation, including the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

2. The payments provided for in paragraph 1 of this Plan may be made to finance any activity primarily intended to result in the sale of the shares of the Funds that is permissible under applicable law, rule or regulation, including, but not limited to: (a) compensation to broker-dealers that have entered into a sales agreement with the Funds’ distributor and financial institutions and other entities that make shares of the Funds available to their customers; (b) the development, formulation and implementation of marketing and promotional activities, including direct mail promotions and media advertising; (c) compensation to and expenses of the Funds’ distributor attributable to distribution and/or sales support activities, including travel, equipment, printing, delivery, telephone and mailing costs, and other overhead and office expenses of the distributor; (d) interest expenses; (e) the preparation, printing and distribution of prospectuses, Statements of Additional Information (“SAI”) and reports and any supplements thereto for persons other than existing shareholders; (f) the preparation, printing and distribution of sales literature and advertising materials; (g) expenses associated with processing new account applications; (h) the costs of administering the Plan; (i) expenses of organizing and conducting sales seminars; (j) the costs of retaining, compensating and paying reasonable expenses of employees, agents and subcontractors of the Funds’ distributor to support the distribution of the Class N shares; and (k) profit to the providers of the foregoing. In addition, such amount may be paid for account maintenance and personal service to shareholders within the meaning of FINRA Rule 2830 (“Service Fee”).


3. To the extent that amounts paid hereunder are not used specifically to (a) reimburse the Funds’ distributor for costs or expenses incurred in financing activities that are primarily intended to result in the sale of the Funds’ Class N shares or (b) compensate a provider of distribution-related services, the Funds’ distributor may treat such amounts as compensation to it for distribution-related services.

4. This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board of Trustees of the Trust with respect to each Fund; and (b) those Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (“Independent Trustees”), cast in person at a meeting (or meetings) called for the purpose, among other things, of voting on this Plan and such related agreements.

5. This Plan shall continue in full force and effect as to the Funds for so long as such continuance is specifically approved at least annually in the manner provided for initial approval of the Plan and its related agreements in paragraph 4.

6. The Trustees of the Trust shall be provided and shall review at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made.

7. This Plan may be terminated as to the Class N shares of any Fund at any time, without payment of any penalty, by vote of a majority of the Independent Trustees, or by a vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Class N shares of the Fund.

8. This Plan may not be amended with respect to any Fund to increase materially the amount of the payments provided for in paragraph 1 hereof with respect to the Class N shares of the Fund unless such amendment is approved by a “vote of a majority of the outstanding securities” (as defined in the 1940 Act) of the Class N shares of the Fund. No material amendment to the Plan shall be made unless approved in the manner provided in paragraph 4 for the initial approval of the Plan and its related agreements.

9. Any agreement related to this Plan shall be made in writing and shall provide that:

(a) with respect to any Fund, such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Independent Trustees or by the “vote of a majority of the outstanding voting securities” (as that term is defined in the 1940 Act) of the Class N shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

(b) such agreement shall terminate automatically in the event of its “assignment,” as that term is defined in the 1940 Act.


10. While this Plan is in effect, the Trust shall comply with all applicable and currently effective fund governance requirements of Rule 0-1(a)(7) under the 1940 Act.

11. The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.

Effective: November 25, 2008

Amended and Restated: November 7, 2014


EXHIBIT A

TO

AQR FUNDS

DISTRIBUTION PLAN

 

Fund

  

Class

   Maximum
Distribution
Fee
 

AQR Global Equity Fund

   Class N      0.25

AQR International Equity Fund

   Class N      0.25

AQR International Small Cap Fund

   Class N      0.25

AQR Emerging Markets Fund

   Class N      0.25

AQR Equity Plus Fund

   Class N      0.25

AQR Small Cap Core Fund

   Class N      0.25

AQR Small Cap Growth Fund

   Class N      0.25

AQR Diversified Arbitrage Fund

   Class N      0.25

AQR Managed Futures Strategy Fund

   Class N      0.25

AQR Multi-Asset Fund

   Class N      0.25

AQR Equity Plus Fund

   Class N      0.25

AQR Risk-Balanced Commodities Strategy Fund

   Class N      0.25

AQR Risk-Balanced Commodities Strategy LV Fund

   Class N      0.25

AQR International Defensive Style Fund

   Class N      0.25

AQR Large Cap Defensive Style Fund

   Class N      0.25


AQR Large Cap Momentum Style Fund

   Class N      0.25

AQR Small Cap Momentum Style Fund

   Class N      0.25

AQR International Momentum Style Fund

   Class N      0.25

AQR Large Cap Multi-Style Fund

   Class N      0.25

AQR Small Cap Multi-Style Fund

   Class N      0.25

AQR International Multi-Style Fund

   Class N      0.25

AQR Long-Short Equity Fund

   Class N      0.25

AQR Managed Futures Strategy HV Fund

   Class N      0.25

AQR Style Premia Alternative Fund

   Class N      0.25

AQR Macro Opportunities Fund

   Class N      0.25

AQR Emerging Multi-Style II Fund

   Class N      0.25

AQR Equity Market Neutral Fund

   Class N      0.25

AQR Style Premia Alternative II Fund

   Class N      0.25

AQR Alternative Risk Premia Fund

   Class N      0.25

AQR Core Plus Bond Fund

   Class N      0.25

AQR High Yield Bond Fund

   Class N      0.25

AQR Diversifying Strategies Fund

   Class N      0.25

AQR Sustainable Long-Short Equity Carbon Aware Fund

   Class N      0.25

Effective November 22, 2021