As filed with the Securities and Exchange Commission on November 14, 2012

Securities Act File (No. 333-153445)

Investment Company Act File (No. 811-22235)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 39	x
and/or
REGISTRATION STATEMENT UNDER THE	x
INVESTMENT COMPANY ACT OF 1940
Amendment No. 41	x
(Check appropriate box or boxes)

AQR Funds

(Exact Name of Registrant Specified in Charter)

Two Greenwich Plaza, 3rd Floor

Greenwich, CT 06830

(Address of Principal Executive Offices)

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

Bradley D. Asness, Esq.

Principal & Chief Legal Officer

AQR Capital Management, LLC

Two Greenwich Plaza, 3^rd Floor

Greenwich, CT 06830

(Name and Address of Agent for Service)

With copies to:

Rose F. DiMartino, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

It is proposed that this filing will become effective (check appropriate box)

x immediately upon filing pursuant to paragraph (b)

¨ on (date) pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ on (date) pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) of the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, Connecticut, on the 14th day of November, 2012.

AQR Funds
By:	/s/ Marco Hanig
	Marco Hanig President

Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Marco Hanig	Marco Hanig President
		November 14, 2012
(Marco Hanig)	(Principal Executive Officer)
/s/ Nir Messafi	Nir Messafi Chief Financial Officer
		November 14, 2012
(Nir Messafi)	(Principal Financial Officer)
*	David Kabiller
(David Kabiller)	Trustee
*	Timothy K. Armour
(Timothy K. Armour)	Trustee
*	William L. Atwell
(William L. Atwell)	Trustee
*	Gregg D. Behrens
(Gregg D. Behrens)	Trustee
*	Brian Posner
(Brian Posner)	Trustee
*	L. Joe Moravy
(L. Joe Moravy)	Trustee

*By:	/S/ MARCO HANIG	November 14, 2012
	Marco Hanig
	Attorney-in-fact for each Trustee

AQR Risk Parity II MV Offshore Fund Ltd. has duly caused this Registration Statement of AQR Funds, with respect only to information that specifically relates to AQR Risk Parity II MV Offshore Fund Ltd., to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, Connecticut, on the 14th day of November 2012.

AQR Risk Parity II MV Offshore Fund Ltd.
By:	/s/ Marco Hanig
	Marco Hanig Director

This Registration Statement of AQR Funds, with respect only to information that specifically relates to the AQR Risk Parity II MV Offshore Fund Ltd., has been signed below by the following persons in the capacities on the dates indicated:

Signature	Title	Date
/s/ Marco Hanig	Director of AQR Risk Parity II MV	November 14, 2012
Marco Hanig	Offshore Fund Ltd.
/s/ Nir Messafi	Director of AQR Risk Parity II MV	November 14, 2012
Nir Messafi	Offshore Fund Ltd.

AQR Risk Parity II HV Offshore Fund Ltd. has duly caused this Registration Statement of AQR Funds, with respect only to information that specifically relates to AQR Risk Parity II HV Offshore Fund Ltd., to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, Connecticut, on the 14th day of November 2012.

AQR Risk Parity II HV Offshore Fund Ltd.
By:	/s/ Marco Hanig
	Marco Hanig Director

This Registration Statement of AQR Funds, with respect only to information that specifically relates to the AQR Risk Parity II HV Offshore Fund Ltd., has been signed below by the following persons in the capacities on the dates indicated:

Signature	Title	Date
/s/ Marco Hanig	Director of AQR Risk Parity II HV	November 14, 2012
Marco Hanig	Offshore Fund Ltd.
/s/ Nir Messafi	Director of AQR Risk Parity II HV	November 14, 2012
Nir Messafi	Offshore Fund Ltd.

EXHIBIT INDEX

Item Number	Item
Exhibit
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema Document
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase