AQR FUNDS: CODE OF ETHICSPURSUANTTOTHESARBANES-OXLEYACTOF2002
AS AMENDED: AUGUST 2021LASTREVIEWED:AUGUST2021
I.
INTRODUCTION
The Board of Trustees (the “Board”) of the AQR Funds (the “Trust”) has established this CodeofEthics(“Code”)inaccordancewiththeSarbanes-OxleyActof2002andtherulespromulgatedthereunder.This Code does not supersede or otherwise affect any separate code of ethics that theTrust and AQR Capital Management, LLC (“Adviser”) have adopted pursuant to, among otherthings,Rule17j-1undertheInvestmentCompanyActof1940,asamended(“InvestmentCompanyAct”),oranyotherapplicablelaws,regulationsorcorporategovernanceprovisions.
ThisCodeisdesignedtodeterwrongdoingandpromote:
·
honestandethicalconduct,includingtheethicalhandlingofactualorapparentconflicts
ofinterest between personal andprofessionalrelationships;
·
full,fair,accurate,timely,andunderstandabledisclosureinreportsanddocumentsthatthe Trust files with, or submits to, the U.S. Securities and Exchange Commission(“SEC”) and in other public communications made by the Trust or any of its separateseries(each,a “Fund”);
·
compliancewithapplicablegovernmentallaws,rules,andregulations;
·
promptinternalreportingofviolationsoftheCodetoanappropriatepersonorpersonsidentifiedin the Code; and
·
accountabilityforadherencetotheCode
This Code applies to the Trust’s principal executive officer, principal financial officer, principalaccounting officer or controller, or persons performing similar functions, regardless of whetherthese individuals are employed by the Trust or a third party (collectively, “Covered Officers”).TheTrust’sCoveredOfficersarethoseindividualslisted inAppendixA,attached hereto.
II. PRINCIPLESOFHONESTANDETHICALCONDUCT
A. GeneralObjectives
The Trust expects each Covered Officer to adhere to the highest possible standards of honest andethicalconduct.EachCoveredOfficerisexpectedtohandleactualorapparentconflictsofinterestbetween personal and professional relationships in a manner that is above reproach and to placetheinterestsoftheTrustabove the Covered Officer’sownpersonalinterests.
B. ConflictsofInterest
A “conflict of interest” occurs when a Covered Officer’s private or personal interests interfere, oreven appear to interfere, with the interests of the Trust.Certain conflicts of interest arise out ofthe relationships between Covered Officers and the Trust and already are subject to conflict ofinterest provisions in the Investment Company Act and the Investment Advisers Act of 1940, asamended (“Investment Advisers Act”).For example, Covered Officers may not individuallyengageincertaintransactions(suchasthepurchaseorsaleofsecuritiesorotherproperty)withtheTrust because of their status as “affiliated persons” of the Trust.The Trust’s and the Adviser’scompliance programs and procedures are designed to prevent, or identify and correct, violationsof these provisions.This Code does not, and is not intended to, repeat or replace these programsandprocedures.
Although typically not presenting an opportunity for improper personal benefit, conflicts arisefrom,orasaresultof,thecontractualrelationshipbetweentheTrustandtheAdviserofwhichthe
Covered
Officersarealsoofficersoremployees.Asaresult,thisCoderecognizesthattheCoveredOfficers
will,
in
the
normal
courseoftheirduties(whetherformallyfortheTrustorfortheAdviser,or for both), be involved in establishing policies and implementing decisions that will havedifferent effects on the Adviser and the Trust.The participation of the Covered Officers in suchactivities is inherent in the contractual relationship between the Trust and the Adviser and isconsistent with the performance by the Covered Officers of their duties as officers of the Trust.Thus, if performed in conformity with the provisions of the Investment Company Act and theInvestment Advisers Act, such activities will be deemed to have been handled ethically.Inaddition,itisrecognizedbytheBoardthattheCoveredOfficersmayalsobeofficersoremployeesofone or more other investment companies covered by this or other codes.OtherconflictsofinterestarecoveredbytheCode,evenifsuchconflictsofinterestarenotsubjectto provisions in the Investment Company Act and the Investment Advisers Act.Examples ofpossibleconflictsofinterestmightinclude,butarenotlimitedto:
·
Personal Business Transactions.
A Covered Officer may not cause the Trust to engagein any business transaction with his or her family members or relatives or utilize theCovered Officer’s relationship with the Trust to cause any third party to engage in anybusinesstransactionwithhisorherfamilymembersorrelatives,exceptaspermittedundertheInvestment Company Act.
·
Use of Nonpublic or Confidential Information.
A Covered Officer may not use, ordisclosetoathirdparty(unlessrequiredbyapplicablelawsorregulations),nonpublicor
confidential information about the Trust or any of its service providers for personal gainby the Covered Officer or his or her family members or relatives (including securitiestransactionsbasedonsuchinformation).
·
Outside Employment or Activities.
A Covered Officer may not engage in any outsideemployment or activity that interferes with his or her duties and responsibilities withrespect to the Trust or is otherwise in conflict with or prejudicial to the Trust.A CoveredOfficer must disclose to the Compliance Department any outside employment or activitythat may constitute a conflict of interest and obtain the approval of the Trust’s ChiefComplianceOfficer(the“CCO”)ortheCCO’sdelegatebeforeengaginginsuchemploymentoractivity.
·
Gifts.
A Covered Officer may not accept gifts or other items of more than de minimisvalue from any person or entity that does, or seeks to do, business with or on behalf of theTrust.Inthisregard,eachCoveredOfficershouldrefertoanyotherapplicableproceduresregardingacceptingor givinggifts thathavebeenadoptedbytheTrustand theAdviser.
·
Corporate
Opportunities.
A
Covered
Officermaynotexploitforhisorherpersonalgain,or the personal gain of the Covered Officer’s family members or relatives, opportunitiesthatarediscoveredthroughtheuseofTrustproperty,information,ortheCoveredOfficer’sposition,unlesstheopportunityisfirstfullydisclosedinwritingtotheBoardandtheBoarddeterminesnottopursuesuch opportunityfortheTrust.
·
OtherSituations.
Becauseotherconflictsofinterestmayarise,itisimpracticaltoattemptto list in this Code all possible situations that could result in a conflict of interest.If aproposedtransaction,interest,personalactivity,orinvestmentraisesanymaterialconcerns, questions or doubts, a Covered Officer should consult with the ComplianceDepartmentbeforeengaginginsuchtransactionorinvestmentorpursuingsuchinterestoractivity.
When consulting the Compliance Department, the Covered Officer shall provide a detailed andaccurate description of the proposed transaction, investment, interest or activity.Upon suchconsultation, the Compliance Department shall conduct a review to determine: (1) whetherengaginginsuchtransaction,investment,interestoractivityreasonablycouldbeexpectedtogiverisetoaconflictofinterest;and(2)theappropriateresolutionofanysuchconflict.
Based on its review, the Compliance Department shall advise the Covered Officer that theproposed transaction, investment, interest or activity: (1) would not violate this Code; (2) wouldnot violate this Code only if conducted in a particular manner and/or subject to certain conditionsor safeguards; or (3) would violate the Code.If the Compliance Department has advised theCovered Officer that the proposed transaction, investment, interest or activity would not violatetheCodeonlyifconductedinaparticularmannerand/orsubjecttocertainconditionsorsafeguards, the Covered Officer must conduct the proposed transaction, investment, interest oractivity in that manner and/or subject to those conditions or safeguards.If the ComplianceDepartmenthasadvisedtheCoveredOfficerthattheproposedtransaction,investment,interestor
activity would violate the Code, the Covered Officer may not conduct the proposed transaction,investment,interestor activity.
C. Reporting
Any actual or apparent conflict of interest that may arise as a result of a material transaction orbusiness or personal relationship must be disclosed and reported by the Covered Officer to theComplianceDepartmentandresolvedbeforetheCovered Officertakesanyaction.
III. FULL,FAIR,ACCURATE,TIMELY,ANDUNDERSTANDABLEDISCLOSUREINTRUSTDISCLOSUREAND REPORTINGDOCUMENTS
EachCoveredOfficershould:
·
familiarize himself or herself with the disclosure requirements generally applicable to theTrust;
·
notknowinglymisrepresent,orcauseotherstomisrepresent,factsabouttheTrusttoothers,including the Board, the Trust’s auditors, the Trust’s counsel, counsel to the independenttrustees,governmentalregulatorsor self-regulatoryorganizations;
·
totheextentappropriatewithinhisorherareaofexpertise,consultwithotherofficersandemployees of the Trust and the Adviser with the goal of promoting full, fair, accurate,timely and understandable disclosure in reports and documents the Trust files with, orsubmitsto, the SECand in otherpubliccommunications made bythe Trust; and
·
use reasonable efforts to promote compliance with the standards and restrictions imposedby applicable laws, rules and regulations.
Each Covered Officer shall promptly bring to the attention of the Board’s Nominating andGovernance Committee any information he or she may have concerning any violation of theprovisions of this Code involving any Trust management, employees or agents thereof who haveasignificantroleintheTrust’sfinancialreporting,disclosuresorinternalcontrols.
IV. COMPLIANCEWITHAPPLICABLEGOVERNMENTALLAWS,RULESANDREGULATIONS
As a registered investment company, the Trust must comply with all applicable federal securitieslaws and regulations, as well as other applicable laws and regulations.The Trust insists on strictcompliancewiththespiritandtheletteroftheselawsandregulations.EachCoveredOfficermustcomplywithalllaws,rules,andregulationsapplicabletotheTrust’soperationsandbusiness.
A Covered Officer should seek guidance whenever he or she is in doubt as to the applicability ofany law, rule, or regulation with respect to the contemplated course of action.If in doubt on acourse of action, a good guideline is “always ask first, act later” — if a Covered Officer is unsureofwhatto doin anysituation,heorsheshouldseekguidancebeforeacting.
Each Covered Officer shall cooperate with the Compliance Department, the Trust’s independentaccountants, and the Trust’s other service providers with the goal of maintaining the Trust’smaterialcompliance withapplicable laws, rulesand regulations.
EachCoveredOfficershouldkeepapprisedofdevelopmentsrelatingtothosegovernmentallaws,rules, and regulations applicable to the Trust.Each Covered Officer also should consult with theLegal and Compliance Departments and the various procedures, guidelines and other relatedmaterialswhichtheTrustanditsserviceprovidershavepreparedonspecificlawsandregulations.
V. PROMPTINTERNALREPORTINGOFVIOLATIONSOFTHECODE;EVALUATIONOFPOSSIBLEVIOLATIONS;DETERMINATIONOFSANCTIONS
A. ReportingtotheComplianceDepartment
Each Covered Officer shall promptly bring to the attention of the Compliance Department anyknowledge or information the Covered Officer may have concerning a violation or possibleviolation of this Code.Failure to disclose or report to the Compliance Department any actual orpossibleviolationofthisCodeisinofitselfaviolationoftheCode.
B. Evaluation of Reports
The Compliance Department shall determine whether the reported conduct actually violates theCode.If it is determined that there has been a violation of the Code, the Compliance Departmentshall determine whether the violation of the Code has had or may have a material adverse impactuponthe Trust or any Fund.
1.
NoMaterialAdverseImpactontheTrustoranyFund
If the Compliance Department determines that the violation has not caused a material adverseimpact upon the Trust or any Fund, the Compliance Department shall determine what sanctions,ifany,maybeappropriatefortheviolation.
2.
MaterialAdverseImpactontheTrustoranyFund
If the Compliance Department determines that the violation has caused a material adverse impactupon the Trust or any Fund, the Compliance Department shall promptly notify the Board’sNominating and Governance Committee of such violation.The Nominating and GovernanceCommittee shall be entitled to consult with independent legal counsel to determine whether theviolation actually has had a material adverse impact upon the Trust or any Fund and to formulateappropriate actions or sanctions that the Nominating and Governance Committee, in its businessjudgment,determines tobenecessaryoradvisable.
C. PeriodicReportsbytheChiefComplianceOfficertotheBoard
At each quarterly meeting of the Board following a quarter in which one or more violationsoccurred,theCCOshallreporttotheBoardallviolationsofthisCode(whetherornottheycausedamaterial adverse impactuponthe Trustorany Fund)and all sanctionsimposed.
VI. WAIVERSOFPROVISIONSOFTHECODE
A. Waivers
A Covered Officer may request a waiver (defined as the Trust’s approval of a material departurefrom a provision of the Code) if there is a reasonable likelihood that a contemplated action wouldbe a material departure from a provision of the Code.Waivers will not be granted except underextraordinary or special circumstances.The process of requesting a waiver shall consist of thefollowingsteps:
1.
TheCoveredOfficershallsetfortharequestforwaiverinwritingandsubmitsuchrequestto the Compliance Department.The request shall describe the conduct, activity, ortransaction for which the Covered Officer seeks a waiver, and shall briefly explain thereasonforwantingtoengage in the conduct, activity,ortransaction.
2.
ThedeterminationwithrespecttothewaivershallbemadeinatimelyfashionbytheCCOandsubmittedto theBoardforratificationatitsnextregularlyscheduledmeeting.
3.
ThedecisionwithrespecttothewaiverrequestshallbedocumentedandmaintainedintheTrust’srecordsforaperiodofnotlessthansixyearsfollowingtheendofthefiscalyearinwhichthe waiver occurred.
B. DisclosureofWaivers
Totheextentrequiredbyapplicablelaw,waivers(including“implicitwaivers”)shallbepubliclydisclosed on a timely basis.An “implicit waiver” for these purposes is defined as the Trust’sfailure to take action within a reasonable period of time regarding a material departure from aprovision of the Code that “has been made known” to an executive officer of the Trust within themeaningofRule3b-7undertheSecuritiesExchangeActof1934,asamended(“1934Act”).
Rule3b-7underthe1934Actcurrentlydefinesan“executiveofficer”oftheTrustasthepresidentof the Trust; any vice president of the Trust in charge of a principal business unit, division orfunction; any other officer who performs a policy making function; or any other person whoperformssimilarpolicymakingfunctionsfortheTrust.
If a material departure from a provision of the Code is known only by the Covered Officer whohas caused the material departure from the Code, the material departure will not be considered tohavebeenmadeknowntoanexecutiveofficeroftheTrust.
VII. ACCOUNTABILITYFORADHERENCETOTHECODE
The matters covered in this Code are of the utmost importance to the Trust and its shareholdersand are essential to the Trust’s ability to conduct its business in accordance with its stated values.Each Covered Officer is expected to adhere to these rules in carrying out his or her duties for theTrust.The conduct of each Covered Officer can reinforce an ethical atmosphere and positivelyinfluencethe conduct of all employeesand agents ofthe Trust.
Within a reasonable period of time following appointment, a Covered Officer must affirm inwriting to the Board that he or she has received, read and understands the Code.Each CoveredOfficer must annually thereafter affirm to the Board that he or she has complied with therequirements of the Code.
The Trust will, if appropriate, take action against any Covered Officer whose actions are found toviolate this Code.As discussed in Section V of the Code, appropriate sanctions for violations oftheCodewilldependonthematerialityof the violation totheTrust.
Sanctions
may
include,
among
other
things,arequirementthattheviolatorundergotrainingrelatedto the violation, a letter of sanction or written censure by the Board, the imposition of a monetarypenalty, suspension of the violator as an officer of the Trust or termination of the employment oftheviolator.IftheTrustoranyFundhassufferedalossbecauseofviolationsofthisCode,itmaypursue its remedies against the individuals or entities responsible.Accordingly, each CoveredOfficer shall cooperate or take such steps as may be necessary or appropriate to remedy anymaterialviolation ofthisCode.VIII. RECORDKEEPING,AMENDMENTSANDDISCLOSUREOFCODE
A. Records
PleaserefertotheTrust’sRecordkeepingPoliciesandProcedures
B. Amendments
TheBoardmayamendtheCodeinitsdiscretion.
C. DisclosureofCode
The Trust must disclose this Code, any substantive amendments and any waivers (includingimplicitwaivers)byeither:(1)filingwiththeSECacopyoftheCode,anysuchamendmentsandwaivers in the Trust’s annual report on Form N-CSR; (2) posting the text of the Code, any suchamendments and waivers on the Trust’s Internet website within five business days following thedateofsuchamendmentsorwaiversanddisclosinginitsmostrecentreportonFormN-CSR,its
Internet address and the fact that it has posted the Code on the website;1 or (3) undertaking in itsmostrecentreportonFormN-CSRtoprovidetoanypersonwithoutcharge,uponrequest,acopyoftheCode,anysuchamendmentsandwaiversandexplainthemannerinwhichsuchrequestmaybemade.
IX. NORIGHTSCREATED
This Code is a statement of certain fundamental principles, policies and procedures that governeach of the Covered Officers in the conduct of the Trust’s business.It is not intended to anddoes not create any rights in any employee, investor, supplier, competitor, shareholder or anyother person or entity.
1
InformationregardinganysuchamendmentsandwaiversmustbemadeavailableontheTrust’sInternetwebsitefora 12-month period, and it must retain the information for a period of not less than six years following the end of thefiscalyear in whichthe amendmentorwaiver occurred.
APPENDIXA
AQR FundsCODEOFETHICS
(PursuanttotheSarbanes-OxleyActof2002)
CoveredOfficers
ChiefExecutiveOfficerandPresident(principalexecutiveofficer) TedPyne
ChiefFinancialOfficer(principalfinancialofficer) HeatherBonner
Treasurer(principalaccountingofficer) HeatherBonner
UpdatedasofAugust2020