SEC Company Response from Rayliant Funds Trust (CIK 0002061770) — Sep 11, 2025
Rayliant Funds Trust (CIK 0002061770)
Date: Sept. 11, 2025 · CIK: 0002061770 · Accession: 0001398344-25-018071
AI Filing Summary & Sentiment
File numbers found in text: 333-286029, 811-24067
Letter
Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: Rayliant Funds Trust, File Nos. 333-286029 and 811-24067 (the “Registrant”)
Dear Mr. Be
On July 14, 2025, the Registrant filed a pre-effective amendment to its registration statement on Form N1-A under the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940 (the “1940 Act”) to offer shares of Rayliant ChinaAMC Transformative China Tech ETF, (the “Fund”). On July 24, 2025, Christina DiAngelo Fettig provided comments by phone to Abigail Ophir and on August 19, 2025 you provided comments by phone to Abigail Ophir.
Please find below the Registrant’s responses to your comments, which the Registrant has authorized Thompson Hine LLP to submit this letter on its behalf.
Fund Summary
Principal Investment Strategies
Comment 1: Please clarify whether the issuers comprising the Underlying Index are required to possess every bullet point listed on page 2.
Response: The Registrant has made the requested changes.
Comment 2: We note that “companies” in the first bullet point is capitalized. Please address whether “companies” refers to a defined term or should be un-capitalized.
Response: The Registrant has made the requested edit.
Comment 3: Please clarify whether the Underlying Index screens out investments that would be ineligible for U.S. investors (e.g. companies on U.S. sanction lists, etc.).
Response: The Registrant has made the requested changes.
Principal Investment Risks
Comment 4: Investments in Investment Companies Risk. The disclosure states “…if the Fund invests in pooled investment vehicles that are not registered under the Investment Company Act of 1940, as amended, such investments will not be afforded the regulatory protections established under U.S. law.” Please supplementally explain to the extent to which the Fund will invest in pooled investment vehicles and how it intends to comply with the Liquidity Rule. To the extent this is not a principal risk, please consider removing it.
Mr. Raymond A. Be
September 11, 2025
Page 2
Response: The Registrant deleted the “Investments in Investment Company Risk”.
Prospectus
Principal Investment Strategies
Comment 5:
(1) The Staff notes that the list describing the issuers that composed the Underlying Index does not appear consistent with the list in the Item 4 disclosure. Please harmonize both disclosures.
(2) Please clarify whether the bullet points are inclusive.
Response:
(1) The Registrant notes the inconsistent disclosures and made edits so the Item 4 and Item 9 disclosures are aligned.
(2) The Registrant has made the requested changes.
Comment 6: The Staff notes that some of the requirements for the issuers composing the Underlying Index do not appear to be tied to China, such as being listed on NYSE and Nasdaq, headquartered or incorporated in Ireland, or being named on the Solactive GBS Global Markets All Cap Index PR. To the extent these criteria remain, please clarify how such components will be tied to China.
Response: The Registrant has made the requested changes.
Comment 7: The Staff notes that “the percentile ranks for each company are then calculated based on the Average Research & Development expenditure and Average Research & Development Expenditure-to-Revenue-Ratio over the past three years.” Please better explain how these numbers are derived.
Response: The Registrant notes that average research & development expenditure refers to the average amount a company spends on research over a given time and the average research & development expenditure revenue ratio refers to the ratio of average research & expenditure to its revenues over a given time. The Registrant further notes that Underlying Index reviews the average research & development expenditure and the average research & development expenditure revenue ratio over a three year period.
Mr. Raymond A. Be
September 11, 2025
Page 3
Statement of Additional Information
Management
Comment 8: Please confirm supplementally that Messrs. Scott and Katz business experience descriptions in the “Interested Trustee and Officers” table are for the past five years.
Response: The Registrant revised the disclosure to include Messrs. Scott and Katz business experience descriptions for the past five years.
Accounting Comments
Comment 9: We understand from the cover letter that the Registrant no longer seeks to register Rayliant ChinaAMC Select China 500 ETF and Affinity World Leaders Equity ETF. Please consider updating the status of those funds to inactive in EDGAR.
Response: The Registrant will update the status of those funds to inactive in EDGAR.
Comment 10: Please harmonize the description of “unitary fee structure” on page 25 of the Statement of Additional information with the description provided in footnote 1 under the Fund’s fee table on page 1 of the Prospectus. Additionally, please make sure the description of the “unitary fee structure” is consistent throughout the Registration Statement and agrees with the Fund’s actual unitary fee agreement.
Response: The Registrant notes the inconsistent disclosures and made edits to align the disclosures.
Financial Statements
Comment 11: Please provide the seed financial statements for this Registrant and related auditor consent in subsequent post-effective amendment.
Response: The Registrant included the seed financial statements and related auditor consent.
If you have any questions or additional comments, please call me at (216) 566-5706.
Mr. Raymond A. Be
September 11, 2025
Page 4
Very truly yours,
/s/ Andrew Davalla
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CORRESP
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filename1.htm
September 11, 2025
Mr. Raymond A. Be
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Rayliant Funds Trust, File Nos. 333-286029 and 811-24067
(the “Registrant”)
Dear Mr. Be
On July 14, 2025, the Registrant filed a pre-effective
amendment to its registration statement on Form N1-A under the Securities Act of 1933 (the “Securities Act”) and the Investment
Company Act of 1940 (the “1940 Act”) to offer shares of Rayliant ChinaAMC Transformative China Tech ETF, (the “Fund”).
On July 24, 2025, Christina DiAngelo Fettig provided comments by phone to Abigail Ophir and on August 19, 2025 you provided comments by
phone to Abigail Ophir.
Please find below the Registrant’s responses
to your comments, which the Registrant has authorized Thompson Hine LLP to submit this letter on its behalf.
Fund Summary
Principal Investment Strategies
Comment 1: Please clarify
whether the issuers comprising the Underlying Index are required to possess every bullet point listed on page 2.
Response: The Registrant has made the requested changes.
Comment 2: We note that “companies”
in the first bullet point is capitalized. Please address whether “companies” refers to a defined term or should be un-capitalized.
Response: The Registrant has made the requested edit.
Comment 3: Please clarify
whether the Underlying Index screens out investments that would be ineligible for U.S. investors (e.g. companies on U.S. sanction lists,
etc.).
Response: The Registrant has made the requested changes.
Principal Investment Risks
Comment 4: Investments
in Investment Companies Risk. The disclosure states “…if the Fund invests in pooled investment vehicles that are not
registered under the Investment Company Act of 1940, as amended, such investments will not be afforded the regulatory protections established
under U.S. law.” Please supplementally explain to the extent to which the Fund will invest in pooled investment vehicles and how
it intends to comply with the Liquidity Rule. To the extent this is not a principal risk, please consider removing it.
Mr. Raymond A. Be
September 11, 2025
Page 2
Response: The Registrant deleted the “Investments in Investment
Company Risk”.
Prospectus
Principal Investment Strategies
Comment 5:
(1) The Staff notes that the list
describing the issuers that composed the Underlying Index does not appear consistent with the list in the Item 4 disclosure. Please harmonize
both disclosures.
(2) Please clarify whether the bullet
points are inclusive.
Response:
(1) The Registrant notes the inconsistent disclosures
and made edits so the Item 4 and Item 9 disclosures are aligned.
(2) The Registrant has made the requested changes.
Comment 6: The Staff notes
that some of the requirements for the issuers composing the Underlying Index do not appear to be tied to China, such as being listed on
NYSE and Nasdaq, headquartered or incorporated in Ireland, or being named on the Solactive GBS Global Markets All Cap Index PR. To the
extent these criteria remain, please clarify how such components will be tied to China.
Response: The Registrant has made the requested
changes.
Comment 7: The Staff notes
that “the percentile ranks for each company are then calculated based on the Average Research & Development expenditure and
Average Research & Development Expenditure-to-Revenue-Ratio over the past three years.” Please better explain how these numbers
are derived.
Response: The Registrant
notes that average research & development expenditure refers to the average amount a company spends on research over a given time
and the average research & development expenditure revenue ratio refers to the ratio of average research & expenditure to its
revenues over a given time. The Registrant further notes that Underlying Index reviews the average research & development expenditure
and the average research & development expenditure revenue ratio over a three year period.
Mr. Raymond A. Be
September 11, 2025
Page 3
Statement of Additional Information
Management
Comment 8: Please confirm
supplementally that Messrs. Scott and Katz business experience descriptions in the “Interested Trustee and Officers” table
are for the past five years.
Response: The Registrant
revised the disclosure to include Messrs. Scott and Katz business experience descriptions for the past five years.
Accounting Comments
Comment 9: We understand
from the cover letter that the Registrant no longer seeks to register Rayliant ChinaAMC Select China 500 ETF and Affinity World Leaders
Equity ETF. Please consider updating the status of those funds to inactive in EDGAR.
Response: The Registrant
will update the status of those funds to inactive in EDGAR.
Comment 10: Please harmonize
the description of “unitary fee structure” on page 25 of the Statement of Additional information with the description provided
in footnote 1 under the Fund’s fee table on page 1 of the Prospectus. Additionally, please make sure the description of the “unitary
fee structure” is consistent throughout the Registration Statement and agrees with the Fund’s actual unitary fee agreement.
Response: The Registrant
notes the inconsistent disclosures and made edits to align the disclosures.
Financial Statements
Comment 11: Please provide
the seed financial statements for this Registrant and related auditor consent in subsequent post-effective amendment.
Response: The Registrant
included the seed financial statements and related auditor consent.
If you have any questions or additional
comments, please call me at (216) 566-5706.
Mr. Raymond A. Be
September 11, 2025
Page 4
Very truly yours,
/s/ Andrew Davalla
Andrew Davalla