AQR FUNDS: CODE OF ETHICS PURSUANTTOTHESARBANES-OXLEYACTOF2002
AS AMENDED: AUGUST 2023 LASTREVIEWED:AUGUST 2023
I.
INTRODUCTION
The Board of Trustees (the “Board”) of the AQR Funds (the “Trust”) has established this Code ofEthics(“Code”)inaccordancewiththeSarbanes-OxleyActof2002andtherulespromulgated thereunder.ThisCodedoesnotsupersedeorotherwiseaffectanyseparatecodeofethicsthatthe Trust and AQR Capital Management, LLC (“Adviser”) have adopted pursuant to, among other things, Rule 17j-1 under the Investment Company Act of 1940, as amended (“Investment Company Act”), or any other applicable laws, regulations or corporate governance provisions.
ThisCodeisdesignedtodeterwrongdoingand
promote:
·
honest
and
ethical
conduct,
including
the
ethical
handling
of
actual
or
apparent
conflicts
of interest between personal and professional relationships;
·
full,fair,accurate,timely,andunderstandabledisclosureinreportsanddocumentsthat the 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 separate series (each, a “Fund”);
·
compliancewithapplicablegovernmentallaws,rules,and
regulations;
·
promptinternalreportingofviolationsoftheCodetoanappropriatepersonorpersons identified in the Code; and
·
accountabilityforadherencetothe
Code
This Code applies to the Trust’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Trust or a third party (collectively, “Covered Officers”). The Trust’s Covered Officers are those individuals listed in Appendix A, attached hereto.
II. PRINCIPLESOFHONESTANDETHICALCONDUCT
A. GeneralObjectives
The Trust expects each Covered Officer to adhere to the highest possible standards of honest and ethicalconduct.EachCoveredOfficerisexpectedtohandleactualorapparentconflictsofinterest between personal and professional relationships in a manner that is above reproach and to place the interests of the Trust above the Covered Officer’s own personal interests.
B. ConflictsofInterest
A“conflictofinterest”occurswhenaCoveredOfficer’sprivateorpersonalinterestsinterfere,or even appear to interfere, with the interests of the Trust.Certain conflicts of interest arise out of the relationships between Covered Officers and the Trust and already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”).For example, Covered Officers may not individually engageincertaintransactions(suchasthepurchaseorsaleofsecuritiesorotherproperty)withthe Trust because of their status as “affiliated persons” of the Trust.The Trust’s and the Adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions.This Code does not, and is not intended to, repeat or replace these programs and procedures.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from,orasaresultof,thecontractualrelationshipbetweentheTrustandtheAdviserofwhichthe CoveredOfficersarealsoofficersoremployees.Asaresult,thisCoderecognizesthattheCovered Officerswill,inthenormalcourseoftheirduties(whetherformallyfortheTrustorfortheAdviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Trust.The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Trust and the Adviser and is consistent 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 the Investment Advisers Act, such activities will be deemed to have been handled ethically.In addition,itisrecognizedbytheBoardthattheCoveredOfficersmayalsobeofficersoremployees of one or more other investment companies covered by this or other codes.
OtherconflictsofinterestarecoveredbytheCode,evenifsuchconflictsofinterestarenotsubject to provisions in the Investment Company Act and the Investment Advisers Act.Examples of possible conflicts of interest might include, but are not limited to:
·
Personal Business Transactions.
A Covered Officer may not cause the Trust to engage in any business transaction with his or her family members or relatives or utilize the Covered Officer’s relationship with the Trust to cause any third party to engage in any businesstransactionwithhisorherfamilymembersorrelatives,exceptaspermittedunder the Investment Company Act.
·
Use of Nonpublic or Confidential Information.
A Covered Officer may not use, or disclose to a third party (unless required by applicable laws or regulations), nonpublic or
confidential information about the Trust or any of its service providers for personal gain by the Covered Officer or his or her family members or relatives (including securities transactions based on such information).
·
Outside Employment or Activities.
A Covered Officer may not engage in any outside employment or activity that interferes with his or her duties and responsibilities with respect to the Trust or is otherwise in conflictwith or prejudicial to the Trust.A Covered Officer must disclose to the Compliance Department any outside employment or activity that may constitute a conflict of interest and obtain the approval of the Trust’s Chief Compliance Officer (the “CCO”) or the CCO’s delegate before engaging in such employment or activity.
·
Gifts.
A Covered Officer may not accept gifts or other items of more than de minimis valuefromanypersonorentitythatdoes,orseekstodo,businesswithoronbehalfofthe Trust.Inthisregard,eachCoveredOfficershouldrefertoanyotherapplicableprocedures regarding accepting or giving gifts that have been adopted by the Trust and the Adviser.
·
CorporateOpportunities.
ACoveredOfficermaynotexploitforhisorherpersonalgain, or the personal gain of the Covered Officer’s family members or relatives, opportunities thatarediscoveredthroughtheuseofTrustproperty,information,ortheCoveredOfficer’s position,unlesstheopportunityisfirstfullydisclosedinwritingtotheBoardandtheBoard determines not to pursue such opportunity for the Trust.
·
OtherSituations.
Becauseotherconflictsofinterestmayarise,itisimpracticaltoattempt to list in this Code all possible situations that could result in a conflict of interest.If a proposed transaction, interest, personal activity, or investment raises any material concerns, questions or doubts, a Covered Officer should consult with the Compliance Departmentbeforeengaginginsuchtransactionorinvestmentorpursuingsuchinterestor
activity.
When consulting the Compliance Department, the Covered Officer shall provide a detailed and accurate description of the proposed transaction, investment, interest or activity.Upon such consultation, the Compliance Department shall conduct a review to determine: (1) whether engaginginsuchtransaction,investment,interestoractivityreasonablycouldbeexpectedtogive rise to a conflict of interest; and (2) the appropriate resolution of any such conflict.
Based on its review, the Compliance Department shall advise the Covered Officer that the proposed transaction, investment, interest or activity: (1) would not violate this Code; (2) would notviolatethisCodeonlyifconductedinaparticularmannerand/orsubjecttocertainconditions or safeguards; or (3) would violate the Code.If the Compliance Department has advised the Covered Officer that the proposed transaction, investment, interest or activity would not violate the Code only if conducted in a particular manner and/or subject to certain conditions or safeguards, the Covered Officer must conduct the proposed transaction, investment, interest or activity in that manner and/or subject to those conditions or safeguards.If the Compliance DepartmenthasadvisedtheCoveredOfficerthattheproposedtransaction,investment,interest
or
activity would violate the Code, the Covered Officer may not conduct the proposed transaction, investment, interest or activity.
C. Reporting
Any actual or apparent conflict of interest that may arise as a result of a material transaction or business or personal relationship must be disclosed and reported by the Covered Officer to the Compliance Department and resolved before the Covered Officer takes any action.
III. FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE IN TRUST DISCLOSURE AND REPORTING DOCUMENTS
EachCoveredOfficer
should:
·
familiarize himself or herself with the disclosure requirements generally applicable to the
Trust;
·
notknowinglymisrepresent,orcauseotherstomisrepresent,factsabouttheTrusttoothers, including the Board, the Trust’s auditors, the Trust’s counsel, counsel to the independent trustees, governmental regulators or self-regulatory organizations;
·
totheextentappropriatewithinhisorherareaofexpertise,consultwithotherofficersand employees 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, or submits to, the SEC and in other public communications made by the Trust; and
·
use reasonable efforts to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
Each Covered Officer shall promptly bring to the attention of the Board’s Nominating and Governance Committee any information he or she may have concerning any violation of the provisions of this Code involving any Trust management, employees or agents thereof who have a significant role in the Trust’s financial reporting, disclosures or internal controls.
IV. COMPLIANCE WITH APPLICABLEGOVERNMENTAL LAWS, RULES ANDREGULATIONS
As a registered investment company, the Trust must comply with all applicable federal securities laws and regulations, as well as other applicable laws and regulations.The Trust insists on strict compliancewiththespiritandtheletteroftheselawsandregulations.EachCoveredOfficermust comply with all laws, rules, and regulations applicable to the Trust’s operations and business.
A Covered Officer should seek guidance whenever he or she is in doubt as to the applicability of any law, rule, or regulation with respect to the contemplated course of action.If in doubt on a courseofaction,agoodguidelineis“alwaysaskfirst,actlater”—ifaCoveredOfficerisunsure of what to do in any situation, he or she should seek guidance before acting.
Each Covered Officer shall cooperate with the Compliance Department, the Trust’s independent accountants, and the Trust’s other service providers with the goal of maintaining the Trust’s material compliance with applicable laws, rules and regulations.
EachCoveredOfficershouldkeepapprisedofdevelopmentsrelatingtothosegovernmentallaws, rules, and regulations applicable to the Trust.Each Covered Officer also should consult with the Legal and Compliance Departments and the various procedures, guidelines and other related materialswhichtheTrustanditsserviceprovidershavepreparedonspecificlawsand
regulations.
V. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THE CODE; EVALUATION OF POSSIBLE VIOLATIONS; DETERMINATION OFSANCTIONS
A. ReportingtotheComplianceDepartment
Each Covered Officer shall promptly bring to the attention of the Compliance Department any knowledge or information the Covered Officer may have concerning a violation or possible violation of this Code.Failure to disclose or report to the Compliance Department any actual or possible violation of this Code is in of itself a violation of the Code.
B. Evaluation ofReports
The Compliance Department shall determine whether the reported conduct actually violates the Code.IfitisdeterminedthattherehasbeenaviolationoftheCode,theComplianceDepartment shall determine whether the violation of the Codehas had or may have a material adverse impact upon the Trust or any Fund.
1.
NoMaterialAdverseImpactontheTrustorany
Fund
If the Compliance Department determines that the violation has not caused a material adverse impact upon the Trust or any Fund, the Compliance Department shall determine what sanctions, if any, may be appropriate for the violation.
2.
MaterialAdverseImpactontheTrustorany
Fund
IftheComplianceDepartmentdeterminesthattheviolationhascausedamaterialadverseimpact upon the Trust or any Fund, the Compliance Department shall promptly notify the Board’s Nominating and Governance Committee of such violation.The Nominating and Governance Committee shall be entitled to consult with independent legal counsel to determine whether the violation actually has had a material adverse impact upon the Trust or any Fund and to formulate appropriate actions or sanctions that the Nominating and Governance Committee, in its business judgment, determines to be necessary or advisable.
C. PeriodicReportsbytheChiefComplianceOfficertotheBoard
At each quarterly meeting of the Board following a quarter in which one or more violations occurred,theCCOshallreporttotheBoardallviolationsofthisCode(whetherornottheycaused a material adverse impact upon the Trust or any Fund) and all sanctions imposed.
VI. WAIVERSOFPROVISIONSOFTHECODE
A. Waivers
A Covered Officer may request a waiver (defined as the Trust’s approval of a material departure fromaprovisionoftheCode)ifthereisareasonablelikelihoodthatacontemplatedactionwould be a material departure from a provision of the Code.Waivers will not be granted except under extraordinary or special circumstances.The process of requesting a waiver shall consist of the following steps:
1.
TheCoveredOfficershallsetfortharequestforwaiverinwritingandsubmitsuchrequest to the Compliance Department.The request shall describe the conduct, activity, or transaction for which the Covered Officer seeks a waiver, and shall briefly explain the reason for wanting to engage in the conduct, activity, or transaction.
2.
ThedeterminationwithrespecttothewaivershallbemadeinatimelyfashionbytheCCO and submitted to the Board for ratification at its next regularly scheduled meeting.
3.
Thedecisionwithrespecttothewaiverrequestshallbedocumentedandmaintainedinthe Trust’srecordsforaperiodofnotlessthansixyearsfollowingtheendofthefiscalyearin which the waiver occurred.
B. DisclosureofWaivers
Totheextentrequiredbyapplicablelaw,waivers(including“implicitwaivers”)shallbepublicly disclosed on a timely basis.An “implicit waiver” for these purposes is defined as the Trust’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Codethat “has been made known” to an executive officer of the Trust within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended (“1934 Act”).
Rule3b-7underthe1934Actcurrentlydefinesan“executiveofficer”oftheTrustasthepresident of the Trust; any vice president of the Trust in charge of a principal business unit, division or function; any other officer who performs a policy making function; or any other person who performs similar policy making functions for the Trust.
If a material departure from a provision of the Code is known only by the Covered Officer who has caused the material departure from the Code, the material departure will not be considered to have been made known to an executive officer of the Trust.
VII. ACCOUNTABILITYFORADHERENCETOTHECODE
The matters covered in this Code are of the utmost importance to the Trust and its shareholders andareessentialtotheTrust’sabilitytoconductitsbusinessinaccordancewithitsstatedvalues. Each Covered Officer is expected to adhere to these rules in carrying out his or her duties for the Trust.The conduct of each Covered Officer can reinforce an ethical atmosphere and positively influence the conduct of all employees and agents of the Trust.
Within a reasonable period of time following appointment, a Covered Officer must affirm in writing to the Board that he or she has received, read and understands the Code.Each Covered Officer must annually thereafter affirm to the Board that he or she has complied with the requirements of the Code.
TheTrustwill,ifappropriate,takeactionagainstanyCoveredOfficerwhoseactionsarefoundto violate this Code.As discussed in Section V of the Code, appropriate sanctions for violations of the Code will depend on the materiality of the violation to the Trust.
Sanctionsmayinclude,amongotherthings,arequirementthattheviolatorundergotrainingrelated totheviolation,aletterofsanctionorwrittencensurebytheBoard,theimpositionofamonetary penalty, suspension of the violator as an officer of the Trust or termination of the employment of theviolator.IftheTrustoranyFundhassufferedalossbecauseofviolationsofthisCode,itmay pursue its remedies against the individuals or entities responsible.Accordingly, each Covered Officer shall cooperate or take such steps as may be necessary or appropriate to remedy any material violation of this Code.
VIII. RECORDKEEPING,AMENDMENTSANDDISCLOSUREOFCODE
A. Records
PleaserefertotheTrust’sRecordkeepingPoliciesand
Procedures
B. Amendments
TheBoardmayamendtheCodeinits
discretion.
C. DisclosureofCode
The Trust must disclose this Code, any substantive amendments and any waivers (including implicitwaivers)byeither:(1)filingwiththeSECacopyoftheCode,anysuchamendmentsand waivers in the Trust’s annual report on Form N-CSR; (2) posting the text of the Code, any such amendments and waivers on the Trust’s Internet website within five business days following the dateofsuchamendmentsorwaiversanddisclosinginitsmostrecentreportonFormN-CSR,
its
Internet address and the fact that it has posted the Code on the website;1 or (3) undertaking in its mostrecentreportonFormN-CSRtoprovidetoanypersonwithoutcharge,uponrequest,acopy oftheCode,anysuchamendmentsandwaiversandexplainthemannerinwhichsuchrequestmay be made.
IX. NORIGHTSCREATED
ThisCodeisastatementofcertainfundamentalprinciples,policiesandproceduresthatgovern each of the Covered Officers in the conduct of the Trust’s business.It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.
1
InformationregardinganysuchamendmentsandwaiversmustbemadeavailableontheTrust’sInternetwebsitefor a 12-month period, and it must retain the information for a period of not less than six years following the end of the fiscal year in which the amendment or waiver occurred.
APPENDIXA
AQR Funds CODEOFETHICS
(PursuanttotheSarbanes-OxleyActof
2002)
Covered
Officers
ChiefExecutiveOfficerandPresident(principalexecutive
officer)
John HowardChiefFinancialOfficer(principalfinancial
officer)
MatthewPlastina
Treasurer (principal accounting
officer)
MatthewPlastina
UpdatedasofAugust 2023