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AQR Funds

Simpson Thacher & Bartlett LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

 TELEPHONE:

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

 +1-202-636-5806

 E-mail Address

ryan.brizek@stblaw.com

VIA EDGAR

December 9, 2021

Re:
 AQR Funds

Securities Act File No. 333-153445

Investment Company Act File No. 811-22235

Post-Effective Amendment No. 139

 Ms. Samantha Brutlag

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC
20549

 Dear Ms. Brutlag:

On behalf of the AQR Sustainable Long-Short Equity Carbon Aware Fund, formerly, AQR Sustainable Long-Short Equity Net Zero Carbon Fund (the
“Fund”), a series of AQR Funds (the “Trust”), we transmit for filing the Fund’s responses to the telephonic comments provided by you on behalf of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) to the undersigned, Jasmin Ali and Patrick Hall on Tuesday, November 16, 2021, regarding Post-Effective Amendment No. 139 to the Trust’s Registration Statement on Form
N-1A (the “Registration Statement”) filed with the Commission on October 1, 2021. The Staff’s comments are described below and have been summarized to the best of our understanding. We have
discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings
set out in the Registration Statement.

 Prospectus

Comment 1

Investment Objective. Consider whether ESG should be incorporated into the Fund’s investment objective given the Fund’s name.

Response

The Fund believes that its sustainable investment approach is appropriately disclosed in the Fund’s principal investment strategies as a means to achieve its investment objective of capital appreciation, which the Fund believes
is an appropriate investment objective for the Fund. The Fund notes that the first sentence under “Principal Investment Strategies of the Fund” provides the following, which illustrates how the Fund’s sustainable investment approach
relates to achieving its investment objective:

NEW YORK

BEIJING

HONG KONG

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

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December 9, 2021

 The Fund seeks to achieve its investment objective by investing in or having exposure to securities of U.S. and foreign
issuers through the construction of a long-short investment portfolio that favors attractive companies as determined by the Adviser’s proprietary quantitative investment indicators and certain Environmental, Social and Governance
(“ESG”) criteria.

The Fund further notes the existence of other sustainable and ESG investing funds that do not contain an investment objective specific to seeking to generate an ESG impact.

Comment 2

Fees and Expenses of the Fund table. Please provide the Staff with a completed fee table and expense example.

Response

The requested information is provided supplementally to the Staff in Appendix A herein.

Comment 3

Fees and Expenses of the Fund table. Please confirm that the contractual fee waiver from footnote 3 will be in place for at least one year from when the Registration Statement becomes effective.

Response

The Trust confirms that the expense limitation agreement will be in place with respect to the Fund until April 30, 2023, which is more than one year following the effective date of the Amendment.

Comment 4

Principal Investment Strategies – Investment Approach. With reference to the first bullet point under “Investment Approach” which states, “[t]he static ESG filter prohibits any long exposure to issuers the
Adviser has determined to exclude based on third-party data,” please add some examples of exclusionary criteria which may be used (e.g., revenues that are tied to a specific industry).

Response

In response to the Staff’s comment, the Fund will revise this bullet as follows:

 The static ESG filter prohibits any long exposure to issuers the Adviser has determined to exclude, based on
third-party data, due to their engagement in industries that the Adviser views as having particularly poor ESG characteristics, such as: tobacco, controversial weapons (including but not limited to cluster munitions, land mines and
biochemical weapons) and fossil fuels. The Adviser may from time to time restrict additional industries that it views as having particularly poor ESG characteristics. For the avoidance of doubt, the static ESG filter on the aforementioned
industries will be implemented by the Adviser based upon criteria it determines, in its sole discretion, to reasonably identify issuers engaged in a particular industry, such as the percentage of an issuer’s revenue derived from the
industry. This criteria does not exclude from the Fund’s investment universe issuers with de minimis direct or indirect exposure to the industry at any point in time.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

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December 9, 2021

Comment 5

Principal Investment Strategies – Investment Approach. With reference to the first sentence of the last paragraph under “Investment Approach” which states, “[t]he Fund’s strategy reflects the view that
shorting a company may be more effective than prohibiting any exposure to such company in encouraging ESG implementation by a company and hedging the portfolio against climate-related risks,” how would those companies the Fund is shorting know
(i) the Fund is shorting them and (ii) the reason the Fund is shorting them is to encourage implementation of ESG strategies? Further, please add additional disclosure on the Fund’s hedging of ESG/climate-related risks. For example,
is the Fund’s hedging of an investment in non-ESG companies trying to balance out risks of ESG companies? Finally, consider clarifying the above referenced sentence to specify the companies that the Fund is shorting, such as companies that
score poorly on ESG.

Response

In light of the Staff’s Comment, the Fund will replace the referenced disclosure with the following disclosure:

 The Fund’s short portfolio construction process will seek (i) to express more fully the Adviser’s
active views, including ESG-related alpha signals, on an investment than is possible with underweighting or fully divesting; and/or (ii) to hedge against ESG type risks associated with the Fund’s
long exposure to certain issuers with less optimal ESG characteristics, such as a company’s exposure to climate related risks.

Comment 6

Principal Investment Strategies – Investment Approach. Please consider if you can further clarify the extent to which the Fund is expected to have a net long position. For example, would the Fund have a 50% net long position
under normal conditions?

Response

The Fund is not managed to a specific net long position. The Fund has flexibility to vary its net long position depending on market conditions. Accordingly, the Fund respectfully declines to make the requested change.

Comment 7

Principal Investment Strategies – Net Zero Carbon Target. Please supplementally explain to the Staff how the net zero carbon target will work. Will the Fund’s long positions be in companies that are currently below zero
carbon emissions to compensate for the short portion? Additionally, please confirm to the Staff that the companies’ carbon ratings are based on current ratings and not based on the companies’ future carbon targets. If the carbon ratings
are based on goals or targets, that would require more disclosure and, at a minimum, the word “Transition” or another term to be added to the Fund’s name. In the disclosure, please provide an example of how the net zero carbon target
is calculated.

Response

The Fund’s net carbon emission is calculated by aggregating the carbon emissions of issuers held long with such carbon emissions being apportioned according to the Fund’s percentage of investment in an issuer’s
overall market capitalization and netting that against the analogous calculation for the Fund’s short portfolio. The Fund targets a carbon emission in its long portfolio that

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

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December 9, 2021

is less than or equal to the carbon emission of the short portfolio, thereby resulting in an overall portfolio carbon emission of zero or less. The Fund’s calculation of an issuer’s carbon emission is based on an issuers
actual emissions and does not incorporate an issuer’s projections or stated goals. An example of how the Fund’s net zero carbon target is calculated will be added to the disclosure, as follows:

 The carbon footprint of the Fund’s financial position in a company is measured by calculating the proportion of
the Fund’s exposure to the company’s total market capitalization and applying that proration to the company’s total carbon footprint, as measured by the Adviser. The long portfolio’s carbon footprint is the aggregate
amount of this prorated score for each long position and is targeted to be equal to or less than the aggregate amount of the prorated score for each short position of the Fund. For example, if the Fund’s long portfolio’s aggregate carbon
footprint is 100 tons of CO2 equivalent, per $1M of exposure, the Fund will target a short portfolio aggregate carbon footprint of 100 tons of CO2 equivalent, per $1M of exposure, or more.

Further, in light of the Staff’s Comment, the Fund’s name has been changed to the “AQR Sustainable Long-Short Equity Carbon Aware Fund.”

Comment 8

Principal Investment Strategies – Net Zero Carbon Target – Fund name. The Fund’s name includes the words “Net Zero Carbon.” This inaccurately suggests the Fund will invest in companies with no carbon
emissions or in companies that are committed to being net zero carbon by a certain date. Please delete “Net Zero Carbon” from the Fund’s name or otherwise revise the Fund’s name so that it is not misleading.

Response

In light of the Staff’s Comment, the Fund’s name has been changed to the “AQR Sustainable Long-Short Equity Carbon Aware Fund.”

Comment 9

Principal Investment Strategies – Net Zero Carbon Target. If “Net Zero Carbon” remains in the Fund’s name, consider revising the Principal Investment Strategies of the Fund to provide the Net Zero Carbon
Target strategy greater prominence and to demonstrate that it is a central part of the Fund’s Principal Investment Strategies. Alternatively, “Net Zero Carbon” could be removed from the Fund’s name.

Response

As noted above, the Fund’s name has been changed to the “AQR Sustainable Long-Short Equity Carbon Aware Fund.” Accordingly, the Fund respectfully declines to move the net zero carbon target disclosure. In light of the
Staff’s comment, however, the Fund will add reference to its “net zero” carbon positioning in the first paragraph of its Principal Investment Strategies.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

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December 9, 2021

Comment 10

Principal Investment Strategies – Net Zero Carbon Target. The Net Zero Carbon Target section of the disclosure appears to cover what are typically referred to as Scope 1 and Scope 2 emissions. Please explicitly
disclose whether the Net Zero Carbon Target will also account for Scope 3 emissions.

If Scope 3 emissions will not be considered, disclose the consequences to the Fund’s strategy.

Response

In response to the Staff’s comments, the Fund will add the following to the “Principal Investment Strategies of the Fund”:

 The Fund does not currently take into account Scope 3 emissions which include indirect emissions occurring in a
company’s value chain (e.g., purchased goods/services, use of sold products, investments, and leased assets and franchises).

Comment 11

Principal Investment Strategies – Additional Information. With reference to the Fund’s plan to invest “at least 80% of its net assets in equity instruments and equity-related and/or derivative instruments”
under the “Additional Information” section, will the Fund’s value of derivatives be calculated on a marked-to-market basis? If not, please explain how they will be calculated. We note that the disclosure states: “[a] significant
portion of the Fund’s assets may be held in cash or cash equivalents including, but not limited to, money market instruments, U.S. treasury bills, interests in short-term investment funds or shares of money market or short-term bond funds.
These cash or cash equivalent holdings serve as collateral for the positions the Fund takes and also earn income for the Fund.”

Response

In the release adopting Rule 35d-1 under the 1940 Act (Investment Co. Act Rel. No. 24828, Jan. 17, 2001 (the “Names Rule Release”)), the Commission noted that the rule, as adopted, imposes the requirement that an
investment company with a name that suggests that the company focuses its investments in a particular type of investment invest at least 80% of its assets in the type of investment suggested by the name. In footnote 13 to the Names Rule Release, the
Commission further explained that the proposed rule would have required an investment company with a name that suggests that the company focuses its investments in a particular type of security to invest at least 80% of its net assets in the
indicated securities. Importantly, in the Names Rule Release, the Commission noted that the language was modified to focus on “investments” as opposed to “securities,” and that, in appropriate circumstances, this would permit an
investment company to include a synthetic instrument in the 80% basket if it has economic characteristics similar to the securities included in that basket.

For purposes of determining compliance with a Fund’s policy adopted in accordance with Rule 35d-1 (the “80% Test”), the Fund may measure a position in a derivative instrument by reference to its gross market value or
notional value, depending on the exposure provided by the investment in the derivative instrument. For example, where a derivative instrument is used to create synthetic exposure to the total returns of an equity index, a Fund may use gross notional
value in order to capture the Fund’s synthetic exposure for purposes of its 80% Test.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission

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December 9, 2021

Comment 12

Principal Investment Strategies – Additional Information. The second paragraph under “Additional Information” states, “[t]he Fund is not designed to be market-neutral. The Adviser, on average, intends to
target a market portfolio beta of 0.5 to broad global equity markets. The Adviser expects that this target beta will typically range from 0.3 to 0.7. In addition to the volatility associated with the Fund’s market beta target, the Adviser, on
average, will target an additional (i.e., active) annualized volatility level for the Fund of 6%. For example, if the Fund experiences 10% volatility through its market beta target over a particular year, and the active volatility achieved over the
same period is 6%, the total volatility experienced by the Fund for that period will be 16%.” Please reword this disclosure or further explain it in plain English. Specifically, please explain the meaning of “portfolio beta” and
“target beta.” If the Fund will target a low beta, please also clarify how the Fund will target a higher volatility (e.g. through short sales?). Note that this is based on the Staff’s assumption that a beta measurement above 1 is more
volatile than the market, whereas a beta measurement below 1 is less volatile.

Response

In response to the Staff’s comments, the Fund will revise the “Principal Investment Strategies of the Fund” as follows:

 The Fund is not designed to be market-neutral. The Adviser, on average, intends to target a market portfolio
beta of 0.5 to broad global equity markets. The Adviser expects that the portfolio’s actual marke