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        Simpson Thacher & Bartlett LLP

        9 00 G S TR E ET , N W

        WA S HI N G TO N , D .C . 2 00 0 1

                    TE L EP HO N E : + 1- 2 0 2- 636 - 5 5 00

                    F A C S I M I L E : + 1- 2 0 2- 636 - 5 50 2

                    D irect D ia l Nu m ber

                    E - mai l Add ress

                    + 1- 202 - 636- 5806

                    rya n. brizek @s tbla w. com

        VIA EDGAR

        May 19, 2020

        Re: AQR Funds

        Securities Act File No. 333-153445

        Investment Company Act File No. 811-22235

        Post-Effective Amendment No. 129

        Ms. Samantha Brutlag

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

        Dear Ms. Brutlag:

        On behalf of the AQR Diversifying Strategies 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 and Debbie Sutter on Monday April 27, 2020, regarding Post-Effective Amendment No. 129 to the Trust's Registration Statement on Form N-1A (the "Registration Statement") filed with the Commission on March 13, 2020. 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.

                    All Prospectuses

                    Comment 1

                    Fee Table. Please provide the Staff with completed fee tables and expense

                    examples for the Fund at least one week prior to the effective date of the

                    amendment (the "Amendment") to the Trust's Registration Statement to be filed

                    for the Fund pursuant to Rule 485(b) under the Securities Act of 1933, as

                    amended.

                    Response

                    The requested information is provided in Appendix A.

                    Comment 2

                    Fee Table. Please confirm that the expense limitation agreement will be in place

                    for at least one year following the effective date of the Amendment.

                    N E W Y O R K B E I J I N G

                    H O N G K O N G H O U S T O N

                    L O N D O N

                    L O S A N G E L E S P A L O A L T O S ÷ O P A U L O T O K Y O

                    Securities and Exchange Commission

                    May 19, 2020

                    Response

                    The Trust confirms that the expense limitation agreement will be in place with

                    respect to the Fund until April 30, 2022, which is more than one year following

                    the effective date of the Amendment.

                    Comment 3

                    Principal Investment Strategies. The disclosure that the Fund will provide

                    investors with "diversification from a traditional portfolio of stocks and bonds"

                    appears to be inconsistent with the disclosure that the Affiliated Funds in which

                    the Fund invests will invest in stocks and bonds. Please clarify this disclosure.

                    Response

                    The Fund has revised its disclosure to make clear that the Affiliated Funds take

                    long and short positions in a wide range of securities, derivatives and other

                    instruments across several asset classes.

                    Comment 4

                    Principal Investment Strategies. Please disclose in the Fund's principal

                    investment strategies the quality and maturity of the debt securities in which the

                    Affiliated Funds may invest. If the Fund may invest in below investment grade

                    debt securities, please include specific disclosure to this effect.

                    Response

                    The requested change has been made. The Fund may have exposure through its

                    investments in the underlying Affiliated Funds to debt securities of any quality

                    and maturity, including below investment grade debt securities.

                    Comment 5

                    Principal Investment Strategies. Please clarify whether the Adviser seeks to

                    manage the Fund's volatility and, if so, please include appropriate risk

                    disclosure with respect to managing the Fund's volatility.

                    Response

                    The Adviser will not target any particular level of volatility for the Fund. Certain

                    Affiliated Funds in which the Fund will invest target a range of annualized

                    volatility levels. In light of the Staff's comment, the Fund has revised its

                    principal investment strategy disclosure to specifically state that the Fund does

                    not target any particular level of volatility. The Volatility Risk factor in the

                    Fund's prospectus has been updated to add the following disclosure:

                    There can be no assurance that the Fund's annualized level of volatility

                    through its investments in the Affiliated Funds will be within the

                    expected range; the actual realized volatility level of the Fund may differ

                    from the expected range over certain periods of time.

                    Comment 6

                    Principal Investment Strategies. In the section titled "Additional Information,"

                    consider replacing "expects" with "seeks" in the first sentence of this disclosure.

                    Response

                    As noted above, the Fund does not seek to target a particular level of volatility.

                    The Fund has revised this sentence to state:

                    "While the Fund does not target any particular level of volatility, the

                    Adviser, on average, expects that, through its investments in the

                    2

                    Securities and Exchange Commission

                    May 19, 2020

                    Affiliated Funds, the Fund will realize an annualized volatility level of

                    between 4% and 8% over time; however, the actual realized volatility

                    level of the Fund may differ from this expected range over certain

                    periods of time."

                    Comment 7

                    Principal Risks of Investing in the Fund. We note that the risk factors are in

                    alphabetical order. Please reorder the principal risks of investing in the Fund in

                    order of significance. See ADI 2019-08.

                    Response

                    The Fund respectfully declines to make the requested change at this time. The

                    Fund believes its risk factors can be located more easily when listed in

                    alphabetical order and categorized as the principal risks of the Fund and the

                    principal risks of the underlying Affiliated Funds. Moreover, as adopted by the

                    Commission, Form N-1A does not require a particular method of listing a fund's

                    principal risks. ADI 2019-08 states that it is not a rule, regulation or statement of

                    the Commission and that the Commission has neither approved nor disapproved

                    its content. Nevertheless, in light of ADI 2019-08, the Fund will consider

                    whether to reorder its principal risk factors in connection with its next annual

                    update process. The Fund has added the following disclosure to its Principal

                    Risks section: "The order of the below risk factors does not indicate the

                    significance of any particular risk factor."

                    Comment 8

                    Principal Investment Strategies. Please revise the description of the Fund's

                    principal investment strategies to include any strategies for which a principal

                    risk factor is disclosed (e.g., TIPS and inflation-linked bonds).

                    Response

                    The requested change has been made.

                    Comment 9

                    Principal Risks of Investing in the Fund. Please add disclosure regarding the

                    impact of coronavirus on the Fund or explain why such disclosure is not

                    necessary.

                    Response

                    Risk disclosure regarding the impact of the coronavirus and other pandemics is

                    included under "Market Disruption Risk" in the Fund's statutory prospectus and

                    statement of additional information.

                    Comment 10

                    Portfolio Managers. Please revise the information regarding the Fund's portfolio

                    managers to include a specific year of inception instead of "since inception."

                    Response

                    The requested change has been made.

                    Comment 11

                    Performance Information. Please remove the disclosure on page 38 of the

                    prospectus for the Fund's Class I Shares and Class N Shares regarding the

                    Fund's performance information, as it already appears on page 7 of the

                    prospectus.

                    3

                    Securities and Exchange Commission

                    May 19, 2020

                    Response

                    This disclosure has been revised to include the appropriate "Financial

                    Highlights" header.

                    Class R6 Shares Prospectus

                    Comment 12

                    In the prospectus for the Fund's Class R6 Shares, please explain why the fee

                    table includes a line item for Rule 12b-1 fees as the prospectus subsequently

                    provides that Class R6 Shares do not pay such fees.

                    Response

                    This line item will be disclosed as "None" in the current fee table. See Appendix

                    A.

                    Statement of Additional Information

                    Comment 13

                    Please confirm supplementary that the Fund will consider the concentration of

                    the underlying Affiliated Funds when determining whether the Fund is in

                    compliance with its own fundamental concentration policy.

                    Response

                    The Fund acknowledges the comment and will consider the concentration of the

                    underlying Affiliated Funds when determining whether the Fund is in compliance

                    with its own fundamental concentration policy.

                    *

                    *

                    *

        Please do not hesitate to contact me at (202) 636-5806 if you have comments or if you require additional information regarding the Registration Statement.

        Respectfully submitted,

        /s/ Ryan P. Brizek

        Ryan P. Brizek

        cc:H.J. Willcox, Esq. Nicole DonVito, Esq. John Hadermayer, Esq. David Blass, Esq.

        4

        APPENDIX A

        AQR Diversifying Strategies Fund

        Fund Summary — May 27, 2020

        Investment Objective

        The AQR Diversifying Strategies Fund (the "Fund") seeks capital appreciation.

        Fees and Expenses of the Fund

        This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

        Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

                    Class I

                    Class N

                    Management Fee

                    0.00%

                    0.00%

                    Distribution (12b-1) Fee

                    None

                    0.25%

                    Other Expenses1

                    0.28%

                    0.28%

                    Acquired Fund Fees and Expenses1,2

                    1.42%

                    1.42%

                    Total Annual Fund Operating Expenses

                    1.70%

                    1.95%

                    Less: Fee Waivers and/or Expense Reimbursements3

                    0.08%

                    0.08%

                    Total Annual Fund Operating Expenses after Fee Waivers and/or Expense

                    Reimbursements

                    1.62%

                    1.87%

        1 	Other Expenses and Acquired Fund Fees and Expenses are estimated for the current fiscal year because the Fund has not commenced operations.

        2Acquired Fund Fees and Expenses reflect the expenses incurred indirectly by the Fund as a result of the Fund's investments in underlying mutual funds, money market mutual funds, exchange-traded funds or other pooled investment vehicles

        3The Adviser has contractually agreed to reimburse operating expenses of the Fund in an amount sufficient to limit Other Expenses in the table above at no more than 0.20% for Class I Shares and Class N Shares. "Other Expenses" include all Fund operating expenses other than management fees and 12b-1 fees and exclude interest, taxes, dividends on short sales, borrowing costs, acquired fund fees and expenses, interest expense relating to short sales, expenses related to class action claims and extraordinary expenses. This agreement (the "Expense Limitation Agreement") will continue at least through April 30, 2022. The Expense Limitation Agreement may be terminated with the consent of the Board of Trustees, including a majority of the Non-Interested Trustees of the Trust. The Adviser is entitled to recapture any expenses reimbursed during the thirty-six month period following the end of the month during which the Adviser reimbursed expenses, provided that the amount recaptured may not cause Other Expenses attributable to a share class of the Fund during a year in which a repayment is made to exceed either of (i) the applicable limits in effect at the time of the reimbursement and (ii) the applicable limits in effect at the time of recapture.

        Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same and takes into account the effect of the Expense Limitation Agreement through April 30, 2022, as discussed in Footnote No. 3 to the Fee Table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                    1 Year

                    3 Years

                    Class I Shares

                    $165

                    $520

                    Class N Shares

                    $190

                    $597

        AQR Diversifying Strategies Fund

        Fund Summary — May 27, 2020

        Investment Objective

        The AQR Diversifying Strategies Fund (the "Fund") seeks capital apprec