AQR Funds N-14Registration statement for investment companies business combination

As filed with the Securities and Exchange Commission on November 17, 2020

1933 Act File No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No.                             ☐

Post-Effective Amendment No.                           ☐

(Check appropriate box or boxes)

AQR Funds

(Exact Name of Registrant as Specified in Charter)

Two Greenwich Plaza, 4th Floor

Greenwich, CT 06830

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (203) 742-3600

H.J. Willcox, Esq.

Principal & Chief Legal Officer

AQR Capital Management, LLC

Two Greenwich Plaza, 4th Floor

Greenwich, CT 06830

(Name and Address of Agent for Service)

With copies to:

David W. Blass, Esq.

Ryan P. Brizek, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective under the Securities Act of 1933.

Title of Securities Being Registered: Shares of Beneficial Interest, par value, $0.001 per share.

It is proposed that this filing will become effective on December 30, 2020 pursuant to Rule 488 under the Securities Act of 1933.

Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940; accordingly, no fee is payable with this filing in reliance upon Section 24(f).

AQR Funds

[•], 2020

Dear Shareholder:

We are writing to inform you about reorganizations that will affect your investment in one or more of the AQR Funds listed in the table below. Specifically, the Board of Trustees of the AQR Funds (the “Trust”) has approved the reorganization of your mutual fund into a corresponding mutual fund that is also advised by AQR Capital Management, LLC (“AQR”) and is listed to the right of your mutual fund in the table below. These “Target Funds” and “Acquiring Funds” are collectively referred to as the “Funds.” The Fund that will survive each reorganization is referred to as a “Combined Fund.” Each Fund is a separate series of the Trust.

The reorganizations do not require your approval, and you are not being asked to vote. The attached Combined Information Statement/Prospectus contains information about each reorganization and the characteristics of each Combined Fund, outlines the differences between each Target Fund, its respective Acquiring Fund and the applicable Combined Fund and provides details about the terms and conditions of the reorganizations. You should review the Combined Information Statement/Prospectus carefully.

In each reorganization, your Target Fund shares will be exchanged for the same class of shares of the Acquiring Fund with the same aggregate net asset value of the Target Fund shares that you currently hold. It is currently anticipated that the reorganization of each Target Fund will be effected on a tax-free basis for federal income tax purposes. The reorganizations are expected to close during the first quarter of 2021.

AQR proposed the reorganizations in an effort to achieve certain operating efficiencies. AQR believes Fund shareholders generally will benefit more from the potential operating efficiencies and economies of scale that may be achieved by combining Fund assets in each respective reorganization, than by continuing to operate the Funds separately. The Board of Trustees of the Trust has unanimously approved your Fund’s reorganization and believes the reorganization is in the best interests of your Fund.

If you have any questions, please call (866) 290-2688.

Sincerely,

Ted Pyne

Chief Executive Officer and President

AQR Funds

Combined Information Statement/Prospectus

AQR Funds

This Combined Information Statement/Prospectus (“Statement”) will be delivered to shareholders on or about January 11, 2021.

This Statement is being furnished to you because you are a shareholder of one or more of the mutual funds set out in the table below under the heading “Target Funds” (each, a “Target Fund,” and together, the “Target Funds”). As provided in an Agreement and Plan of Reorganization (each, a “Reorganization Agreement” and together, the “Reorganization Agreements”), each Target Fund will be reorganized (each, a “Reorganization” and together, the “Reorganizations”) into a corresponding mutual fund that is also advised by AQR Capital Management, LLC (“AQR” or the “Adviser”), as set out in the table below under the heading “Acquiring Funds” (each, an “Acquiring Fund,” and together, the “Acquiring Funds,” and collectively with the Target Funds, the “Funds”). Each Fund is a separate series of AQR Funds (the “Trust”), a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Each Acquiring Fund is listed to the right of its Target Fund in the table below.

Each Reorganization is expected to be consummated during the first quarter of 2021 (each such closing date is referred to herein as a “Closing Date”). Under the Reorganization Agreements, the relevant Target Fund will transfer its assets to the Acquiring Fund in exchange for the assumption of certain stated liabilities of the Target Fund and shares of the Acquiring Fund. The shares of the Acquiring Fund issued to each Target Fund will have an aggregate net asset value (“NAV”) equal to the aggregate NAV of the Target Fund’s shares outstanding as of the close of trading on the New York Stock Exchange (“NYSE”) on the business day immediately prior to the Closing Date of the Reorganization (the “Valuation Time”). Upon receipt by a Target Fund of the shares of the Acquiring Fund, the Target Fund will distribute the shares to its shareholders, and thereafter as soon as practicable after the Closing Date, the Target Fund will be terminated as a series of the Trust under Delaware state law.

As a result of a Reorganization, Target Fund shareholders will own the same class of shares of the Acquiring Fund (i.e., Class I Shares, Class N Shares or Class R6 Shares) as they own prior to the consummation of the Reorganization. A Target Fund shareholder will receive shares of the Acquiring Fund with an aggregate NAV equal to the aggregate NAV of the shares of the Target Fund that the shareholder owned at the Valuation Time.

Each Target Fund and its corresponding Acquiring Fund have substantially similar investment objectives and strategies. Each Acquiring Fund, following completion of its Reorganization, is referred to as a “Combined Fund” in this Statement.

In accordance with the Trust’s operative documents, and applicable Delaware state and U.S. federal law (including Rule 17a-8 under the 1940 Act), each Reorganization may be effected without the approval of shareholders of any Fund.

NO SHAREHOLDER ACTION IS REQUIRED WITH RESPECT TO THE REORGANIZATIONS.

This Statement concisely sets forth the information you should know about each Combined Fund and the applicable Reorganization Agreement. Please read this Statement and keep it for future reference. It is both an information statement for each of the Target Funds and a prospectus for the Acquiring Funds.

The following documents have been filed with the Securities and Exchange Commission (“SEC”) and are incorporated into this Statement by reference:

The Fund Prospectuses include each Fund’s investment objectives, risks, fees, expenses, and other information that you should read and consider carefully. Each of the SAI and Fund SAI, which contains additional detailed information about the relevant Fund, is not a prospectus but should be read in conjunction with the applicable prospectus.

The annual shareholder report of the Funds contains information about Fund investments, including a review of market conditions and the Funds’ recent performance. Copies of the Fund Prospectuses, annual shareholder report, Fund SAI and the SAI relating to these Reorganizations are all available at no cost by calling (866) 290-2688, sending an email to info@aqrfunds.com or by visiting our website at funds.aqr.com. All of the above-referenced documents are also on file with the SEC and available through its website at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov.

THE SECURITIES AND EXCHANGE COMMISSION AND THE COMMODITY FUTURES TRADING COMMISSION HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS COMBINED INFORMATION STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN ADDITION, YOUR INVESTMENT IN ANY OF THE FUNDS IS NOT A DEPOSIT IN A BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. YOU MAY LOSE MONEY BY INVESTING IN ANY OF THE FUNDS. THE LIKELIHOOD OF LOSS MAY BE GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME.

AQR Funds—Prospectus

No person has been authorized to give any information or to make any representations other than what is in this Statement or in the materials expressly incorporated herein by reference. Any such other information or representation should not be relied upon as having been authorized by the Target Funds or Acquiring Funds.

Summary

The information contained in this summary is qualified by reference to the more detailed information appearing elsewhere in this Statement, and in the form of Reorganization Agreement, which is included as Appendix B to this Statement.

Why are the Reorganizations taking place?

At a meeting held on November 16, 2020, the Board of Trustees of the Trust (the “Board”), including all of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), unanimously approved each Reorganization Agreement under which a Target Fund is to be reorganized into its corresponding Acquiring Fund.

What does each Reorganization Agreement provide for?

Each Reorganization Agreement provides for the transfer of substantially all the assets of the Target Fund to the Acquiring Fund in exchange for the assumption of certain stated liabilities of the Target Fund and shares of the Acquiring Fund. Following the transfer, the shares received in the exchange will be distributed to shareholders of the Target Fund in complete liquidation of each Target Fund. All issued and outstanding shares of the Target Funds will then be simultaneously redeemed. As a result of the transaction: (1) you will cease being a shareholder of your Target Fund; (2) instead you will become an owner of the same share class of its Acquiring Fund; and (3) the value of your investment in an Acquiring Fund will equal the value of your investment in its Target Fund as of the close of trading on the NYSE on the business day immediately prior to the Closing Date (i.e., the Valuation Time).

Do I need to vote for the Reorganizations?

No. No vote of shareholders will be taken with respect to a Reorganization. The Funds are not asking for a proxy and you are not requested to send a proxy to the Funds with respect to the Reorganizations. Each Reorganization is a separate transaction and is not contingent upon the other Reorganizations and one may be consummated without the others.

Do I need to take any action in connection with the Reorganizations?

No. Your shares of a Target Fund will automatically be canceled and redeemed for the same class of shares of its Acquiring Fund on the Closing Date of the applicable Reorganization.

Will I have to pay any sales charge, commission, redemption or other similar fee in connection with the applicable Reorganizations?

No, you will not have to pay any sales charge, commission, redemption or other similar fee to the Fund in connection with the applicable Reorganizations. If you hold your investment through a financial intermediary you should contact your financial intermediary for additional information.

In a Reorganization, will I receive the same class of shares of the Acquiring Fund as the shares of the Target Fund that I now hold?

Yes. You will receive the same class of shares of the Acquiring Fund as the shares you own of the Target Fund on the Closing Date.

Will I own the same number of shares of the Acquiring Fund as I currently own of my Target Fund?

No. You will receive shares of the Acquiring Fund with the same aggregate net asset value as the shares of the Target Fund you own prior to the Reorganization relating to your Target Fund. However, the number of shares you receive will depend on the relative net asset value of the shares of the relevant Target Fund and the Acquiring Fund as of the Valuation Time. Thus, if as of the Valuation Time the net asset value of a share of the Acquiring Fund is lower than the net asset value of the corresponding share class of the relevant Target Fund, you will receive a greater number of shares of the Acquiring Fund in the Reorganization than you held in the Target Fund before the Reorganization. On the other hand, if as of the Valuation Time the net asset value of a share of the Acquiring Fund is higher than the net asset value of the corresponding share class of the relevant Target Fund, you will receive fewer shares of the Acquiring Fund in the Reorganization than you held in the Target Fund before the Reorganization. The aggregate net asset value of your Combined Fund shares immediately after the Reorganization will be the same as the aggregate net asset value of your Target Fund shares immediately prior to the Reorganization.

What if I redeem my shares before the applicable Reorganization takes place?

If you choose to redeem your shares before a Reorganization takes place, then the redemption will be treated as a normal sale of shares and, generally, will be a taxable transaction.

Who will advise each Combined Fund once the Reorganizations are completed?

Each Target Fund and each Acquiring Fund is advised by AQR, and each Combined Fund will be advised by AQR. The same portfolio management team currently manages the Target Fund and the Acquiring Fund in each Reorganization, and this same portfolio management team is expected to continue to manage the Combined Fund once the Reorganizations are completed.

Are my Target Fund’s investment objectives, principal investment strategies and policies similar to those of its Combined Fund?

All Target Funds other than AQR Emerging Multi-Style Fund

Yes. Each Target Fund and its Combined Fund have the same investment universe of stocks (e.g., large cap, small cap or international). Each Target Fund’s investment objective is long-term after-tax capital appreciation while each Combined Fund’s investment objective will be long-term capital appreciation. Each Target Fund’s principal investment strategies are substantially similar to its Combined Fund’s principal investment strategies. While the Combined Fund has the flexibility to implement tax-sensitive investment strategies similar to the Target Funds, it may not do so at all times or in the same manner as the Target Funds that implement tax-sensitive investment strategies.

AQR Emerging Multi-Style Fund

Yes. The AQR Emerging Multi-Style Fund and its Combined Fund have the same investment universe of emerging market stocks and the same investment objective of long-term capital appreciation. The AQR Emerging Multi-Style Fund’s principal investment strategies are substantially similar to its Combined Fund’s principal investment strategies, the only difference being that its Combined Fund has the flexibility to implement tax-sensitive investment strategies, but it may not do so at all times.

All Target Funds

Please be aware that this is only a brief discussion. More detailed comparisons of the Funds, including risks, and a chart providing a side-by-side comparison of the Funds and their investment objectives and principal investment strategies, appear below in this Statement. See “Investment Objectives and Principal Investment Strategies” and “Principal Risks” in this Statement for more information.

How will the Reorganization(s) affect Fund fees and expenses?

Total annual Fund operating expenses (both before and after fee waivers and/or expense reimbursements) of each class of shares of your Fund are expected to either be the same or decrease as a result of its Reorganization.

Your Fund’s contractual management fee will either be the same or decrease as a result of its Reorganization.

See “Fees and Expenses and Supplemental Financial Information” in this Statement for more information.

Will there be any tax consequences to the Target Funds or their shareholders?

The Reorganizations will each be structured to qualify for treatment as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and each Reorganization is conditioned upon the receipt of an opinion of counsel to the Trust that the Reorganization will qualify for such treatment. If a Reorganization qualifies as a “reorganization” under the Code, then, for U.S. federal income tax purposes, as a general matter (and subject to certain exceptions):

Prior to the Reorganization, certain Funds may sell certain securities or derivatives which may result in a net capital gain (or loss), and such a Fund may buy similar positions in the same securities prior to a Reorganization, or a Combined Fund may buy similar positions in the same securities or derivatives after a Reorganization, which in either case will result in transaction expenses.

See “Information About the Reorganizations—Tax Considerations” for more information.

Who will pay for the Reorganizations?

The expenses incurred to execute the Reorganizations, including all direct and indirect expenses, will be paid in whole or in part by all Target Funds and Acquiring Funds and their shareholders since each Reorganization is expected to benefit the Funds. AQR will also bear a portion of the expenses incurred to execute certain Reorganizations. See “Information about the Reorganizations—Reorganization Costs” for more information regarding the estimated costs of each Reorganization.

What are the Funds’ policies for purchasing, redeeming, exchanging, and pricing shares?

The Acquiring Funds and the Target Funds have the same procedures for purchasing, redeeming, exchanging, and pricing shares. The eligibility criteria and investment minimums for Class I, Class N and Class R6 shares are the same for each Fund. You may purchase or redeem Class I Shares, Class N Shares or Class R6 Shares of the Fund, as applicable, each day the NYSE is open. To purchase or redeem shares you should contact your financial intermediary, or, if you hold your shares through the Fund, you should contact the Fund by phone at (866) 290-2688, by mail (c/o AQR Funds, P.O. Box 2248, Denver, CO 80201-2248), or by the Internet at https://funds.aqr.com. Generally, each Fund’s initial investment minimum for Class I Shares is $5,000,000, Class N Shares is $1,000,000 and Class R6 Shares is $50,000,000. Reductions to these initial investment minimums apply, however, to certain eligibility groups. The Funds do not impose investment minimums for subsequent investments in a share class. Additional information is available in the Fund Prospectuses under “Investing With the AQR Funds,” which are incorporated by reference in this Statement.

Payments to Broker-Dealers and Other Financial Intermediaries

The Board has adopted a Rule 12b-1 Plan with respect to each Fund’s Class N Shares. The Funds and/or AQR also enter into agreements with certain intermediaries under which the Funds make payments to the intermediaries in recognition of the avoided transfer agency costs to the Funds associated with the intermediaries’ maintenance of customer accounts or in recognition of the services provided by intermediaries through mutual fund platforms with respect to each Fund’s Class I Shares and Class N Shares. AQR (or an affiliate) makes additional payments out of its own resources to certain intermediaries or their affiliates based on sales or assets attributable to the intermediary, or such other criteria agreed to by AQR in connection with the sale or distribution of a Fund’s shares or the administration of shareholder accounts. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend a Fund over another investment. Ask your individual financial professional or visit your financial intermediary’s website for more information. For more detailed information, please see “Rule 12b-1 Plan (Class N Shares)” in the Fund Class I/N Prospectus and “Certain Additional Payments” in the Fund Prospectuses.

What are the Funds’ policies on dividends and distributions?

The Funds’ policies on dividends and distributions are identical. Each Fund distributes to its shareholders substantially all net investment income as dividends and any net capital gains realized from sales of the Fund’s portfolio securities. Any dividends or capital gains are declared and paid annually, usually in December. In order to minimize federal income and excise taxes of the Target Fund in connection with each Reorganization, the relevant Target Fund will distribute on or before the Valuation Time an amount which shall have the effect of distributing all of its undistributed net investment income and net capital gains as of the Closing Date. The Funds’ dividends and distributions, whether or not you reinvest these amounts in additional Fund shares, may be subject to federal income tax as ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a tax-deferred account (in which case you may be subject to federal income tax upon withdrawal from such account). For more detailed information, please see “Distributions and Taxes” in the Fund Prospectuses.

When will the Reorganizations occur?

The Reorganizations are expected to occur during the first quarter of 2021.

Reasons for the Reorganizations

AQR believes that shareholders of each Fund generally will benefit more from the potential operating efficiencies and economies of scale that may be achieved by combining the Funds’ assets in the Reorganizations, than by continuing to operate the Funds separately. The Target Fund and Acquiring Fund in each Reorganization have substantially similar investment objectives and strategies, the only difference being the tax-managed strategy that is currently implemented by certain of the Funds and may be implemented by all Combined Funds. See “Investment Objectives and Principal Investment Strategies” in this Statement for more information.

At a meeting held on November 16, 2020, the Board, including all of the Independent Trustees by separate vote, unanimously determined that each Reorganization is in the best interests of the shareholders of the applicable Funds and that the interests of shareholders of each Fund will not be diluted as a result of its Reorganization.

In considering whether to approve each Reorganization, the Board, with the assistance and advice of counsel to the Trust and Independent Trustees, reviewed background materials, analyses and other information that it deemed relevant to its deliberations. In their deliberations, the Board members did not identify any single factor that was paramount or controlling, and

individual Board members may have attributed different weights to various factors. The Board also evaluated the information available to it on a Fund-by-Fund basis, and made determinations separately with respect to each Fund. Certain of the factors considered by the Board are discussed in more detail below.

The Board considered that, as explained in this Statement, each Target Fund and its corresponding Combined Fund offers a substantially similar investment program. The Board members took into account that, as of September 30, 2020, each Target Fund and its corresponding Acquiring Fund held a substantially similar set of securities. They also considered that each share class of each Combined Fund will have a contractual management fee and net expense ratio that is the same as or lower than the contractual management fee and net expense ratio of its Target Fund. See “SUMMARY—Will the Reorganization(s) affect Fund fees and expenses? The Board further noted the effects of the contractual expense limitation agreements that are currently in effect for each share class of the Acquiring Funds and will remain in effect for each share class of the Combined Funds. See “Fees and Expenses and Supplemental Financial Information.”

In addition, the Board took into account that, as explained in this Statement, each Target Fund and its corresponding Acquiring Fund have substantially similar investment objectives, strategies and policies, and each Combined Fund will have the same fundamental investment restrictions as its respective Target Fund. The Board members considered that all Funds offer Class I Shares, Class N Shares and Class R6 Shares with identical purchase, redemption, exchange and pricing policies. The Board considered further Fund management’s assessment that offering a single Fund with each investment program will allow all shareholders to take advantage of potential economies of scale and reduce inefficiencies that can result from the Trust offering two substantially similar Funds. The Board members also took into account the current assets of each Fund and the anticipated combined pro forma assets of each Combined Fund following the Reorganizations. In addition, they considered that a reduced number of substantially similar Funds may benefit distribution efforts for the Combined Funds, which could further allow Fund shareholders to take advantage of potential economies of scale. The Board considered that the contractual management fees and net expenses of each Combined Fund will be the same as or lower than those of its Target Fund. The Board also considered the generally similar performance of the Funds involved in each Reorganization. In considering the performance of the Funds involved in each Reorganization, the Board recognized that no assurances can be given that a Combined Fund will achieve any particular level of performance after the applicable Reorganization.

The Board members also considered that the exchange of shares pursuant to each Reorganization is not expected to create any tax liabilities for shareholders, as the exchange of shares is not expected to be a taxable event. They considered that the cost basis and holding periods of shares in a Target Fund are expected to carry over to the share class that a shareholder will receive as a result of the applicable Reorganization. The Board noted, however, that the Reorganizations will still have tax implications for shareholders in taxable accounts to the extent a Target Fund realizes gains before the Reorganization, because the Target Fund will need to distribute any net realized gains and taxable income before the Reorganization and these distributions will generally be taxable to shareholders.

In approving the Reorganizations, the Board also considered that Target Fund shareholders have the ability to redeem their shares at any time up to the date of the Reorganizations without redemption or other fees charged by the Target Fund. Additionally, the Board considered alternatives to reorganizing each Target Fund.

The Board considered that, with the exception of a decrease in the contractual management fee for the AQR TM Emerging Multi-Style Fund, each Acquiring Fund’s service provider agreements, including, among others, its investment management, distribution, administration, transfer agency, and custody agreements, will remain in place and will not be modified as a result of the Reorganizations, and that no Target Fund will have a different service provider for any of these services as a result of the Reorganizations. The Board further considered that the service providers to each Fund are identical, and that each Acquiring Fund’s service provider agreements are substantially similar to those currently in place for its Target Fund. The Board members considered and approved AQR’s proposal to decrease the contractual management fee for the AQR TM Emerging Multi-Style Fund by 0.05%, effective as of the Closing Date, to ensure that its contractual management fee is the same as the current contractual management fee for its Target Fund, AQR Emerging Multi-Style Fund. They also considered that, effective upon the Closing Date of this Reorganization, the name of the “AQR TM Emerging Multi-Style Fund” will be changed to “AQR Emerging Multi-Style II Fund.”

The Board considered that the Target Fund and Acquiring Fund in each Reorganization share the same portfolio managers and investment team and that no changes to any Fund’s portfolio managers, investment team, or resources are expected as a result of its Reorganization.

The Board members took into account that the Target Funds and Acquiring Funds use identical pricing methodologies to value their respective assets. They considered that assets of the Target Funds will be transferred to the Acquiring Funds at their value, determined as of the Valuation Time in accordance with the Trust’s valuation procedures using the same pricing sources and methodologies. They also considered that a Target Fund shareholder will receive shares of the Acquiring Fund with an aggregate NAV equal to the aggregate NAV of the shares of the Target Fund that the shareholder owned immediately prior to the Reorganization. The Board also considered that all or a portion of the expenses incurred to execute each Reorganization will be paid by the applicable Funds and their shareholders because each Reorganization is expected to benefit its Funds.

Therefore, in consideration of these and other factors, the Board, including all of the Independent Trustees by separate vote, determined that each Reorganization is in the best interests of the shareholders of the applicable Funds and that the

interests of shareholders of each Fund will not be diluted as a result of its Reorganization. AQR believes that shareholders’ interests will be better served over time by completing these Reorganizations.

Investment Objectives and Principal Investment Strategies

The Funds are subject to substantially similar investment objectives and are managed in accordance with substantially similar principal investment strategies. As noted in the table below “(T)” refers to the Target Fund and “(A)” refers to the Acquiring Fund.

Comparison of the AQR Emerging Multi-Style Fund and the AQR TM Emerging Multi-Style Fund

Effective upon the Closing Date of this Reorganization, the name of “AQR TM Emerging Multi-Style Fund” will be changed to “AQR Emerging Multi-Style II Fund.”

Comparison of the AQR TM International Momentum Style Fund and the AQR International Momentum Style Fund

Comparison of the AQR TM International Multi-Style Fund and the AQR International Multi-Style Fund

Comparison of the AQR TM Large Cap Momentum Style Fund and the AQR Large Cap Momentum Style Fund

Comparison of the AQR TM Large Cap Multi-Style Fund and the AQR Large Cap Multi-Style Fund

Comparison of the AQR TM Small Cap Momentum Style Fund and the AQR Small Cap Momentum Style Fund

Comparison of the AQR TM Small Cap Multi-Style Fund and the AQR Small Cap Multi-Style Fund

Fees and Expenses and Supplemental Financial Information

The information in this section is intended to comply with the requirements for voluntary early adoption of Rule 6-11 under Regulation S-X. Rule 6-11(d)(2) requires that, with respect to any fund acquisition, registered investment companies must provide the fees and expenses and supplemental financial information below in lieu of any pro forma financial statements required by Rules 11-01 to 11-03 under Regulation S-X. As a result, the pro forma financial statements of each Combined Fund are not required to be, and are not included in, this Statement or the SAI.

Fees and Expenses

When a Reorganization is completed, holders of Target Fund shares will receive the same class of shares in the Combined Fund that they previously held in the Target Fund. The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Funds. The fees and expenses of the Funds set forth below are annualized based on the fees and expenses for the twelve-month period ended September 30, 2020, and the pro forma fees and expenses reflect the estimated fees and expenses of the Combined Fund as of September 30, 2020, assuming the Reorganizations take place as proposed. A discussion about the factors considered by the Board and its conclusions in approving the Funds’ investment management agreements appear in the Funds’ annual report to shareholders for the period ended September 30, 2020.

The Adviser has contractually agreed to reimburse operating expenses of each Fund in an amount sufficient to limit “Other Expenses” at no more than the percentages disclosed in the tables below. “Other Expenses” as defined for this purpose 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 between the Trust and the Adviser (the “Expense Limitation Agreement”) will continue at least through January 28, 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 fees waived and/or expenses reimbursed during the thirty-six month period following the end of the month during which the Adviser waived fees or reimbursed expenses, provided that the amount recaptured may not cause the total annual operating expenses or Other Expenses, as applicable, 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 waiver and/or reimbursement and (ii) the applicable limits in effect at the time of recapture. Following each Reorganization, the Adviser will not seek reimbursement of previously waived fees and/or reimbursed expenses of a Target Fund.

Comparison of the AQR Emerging Multi-Style Fund (the Target Fund) and the AQR TM Emerging Multi-Style Fund (the Acquiring Fund)

¹  Effective upon the Closing Date of this Reorganization, the name of “AQR TM Emerging Multi-Style Fund” will be changed to “AQR Emerging Multi-Style II Fund.”

²  The Management Fee for the Combined Fund has been restated to reflect a reduction from 0.60% to 0.55% that will take effect on the Closing Date.

³  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class I Shares. The Combined Fund will continue this expense limitation.

¹  Effective upon the Closing Date of this Reorganization, the name of “AQR TM Emerging Multi-Style Fund” will be changed to “AQR Emerging Multi-Style II Fund.”

²  The Management Fee for the Combined Fund has been restated to reflect a reduction from 0.60% to 0.55% that will take effect on the Closing Date.

³  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class N Shares. The Combined Fund will continue this expense limitation.

¹  Effective upon the Closing Date of this Reorganization, the name of “AQR TM Emerging Multi-Style Fund” will be changed to “AQR Emerging Multi-Style II Fund.”

²  The Management Fee for the Combined Fund has been restated to reflect a reduction from 0.60% to 0.55% that will take effect on the Closing Date.

³  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.05% for Class R6 Shares. The Combined Fund will continue this expense limitation.

Comparison of the AQR TM International Momentum Style Fund (the Target Fund) and the AQR International Momentum Style Fund (the Acquiring Fund)

¹  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class I Shares. The Combined Fund will continue this expense limitation.

¹  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class N Shares. The Combined Fund will continue this expense limitation.

¹  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.05% for Class R6 Shares. The Combined Fund will continue this expense limitation.

Comparison of the AQR TM International Multi-Style Fund (the Target Fund) and the AQR International Multi-Style Fund (the Acquiring Fund)

¹  The Management Fee has been restated to reflect current fees. Effective July 1, 2020, the Fund’s Management Fee was reduced from 0.45% to 0.40%.

²  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class I Shares. The Combined Fund will continue this expense limitation.

¹  The Management Fee has been restated to reflect current fees. Effective July 1, 2020, the Fund’s Management Fee was reduced from 0.45% to 0.40%.

²  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class N Shares. The Combined Fund will continue this expense limitation.

¹  The Management Fee has been restated to reflect current fees. Effective July 1, 2020, the Fund’s Management Fee was reduced from 0.45% to 0.40%.

²  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.05% for Class R6 Shares. The Combined Fund will continue this expense limitation.

Comparison of the AQR TM Large Cap Momentum Style Fund (the Target Fund) and the AQR Large Cap Momentum Style Fund (the Acquiring Fund)

¹  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class I Shares. The Combined Fund will continue this expense limitation.

¹  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class N Shares. The Combined Fund will continue this expense limitation.

¹  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.05% for Class R6 Shares. The Combined Fund will continue this expense limitation.

Comparison of the AQR TM Large Cap Multi-Style Fund (the Target Fund) and the AQR Large Cap Multi-Style Fund (the Acquiring Fund)

¹  The Management Fee has been restated to reflect current fees. Effective July 1, 2020, the Fund’s Management Fee was reduced from 0.30% to 0.25%.

²  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class I Shares. The Combined Fund will continue this expense limitation.

¹  The Management Fee has been restated to reflect current fees. Effective July 1, 2020, the Fund’s Management Fee was reduced from 0.30% to 0.25%.

²  The Adviser has contractually agreed to reimburse “Other Expenses” (as defined under the Expense Limitation Agreement) for each of the Target Fund and Acquiring Fund at no more than 0.15% for Class N Shares. The Combined Fund will continue this expense limitation.