SecProbe.io

CORRESP
1
filename1.htm

January
25, 2023

John
Lee

Valerie
J. Lithotomos

Ryan
Sutcliffe

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Sprott
Funds Trust, File Nos. 333-227545, 811-23382

Dear
Messrs. Lee and Sutcliffe and Ms. Lithotomos:

On
September 20, 2022, Sprott Funds Trust (“the Trust”) filed Post-Effective Amendment No. 16 to its registration statement
on Form N-1A under the Securities Act of 1933, as amended (“Securities Act”) and the Investment Company Act of 1940,
as amended (“1940 Act”), to register the following new series of the Trust (each, a “Fund” and collectively,
the “Funds”):

Sprott
Energy Transition Materials ETF

Sprott
Junior Copper Miners ETF

Sprott
Nickel Miners ETF

Sprott
Lithium Miners ETF

Sprott
Junior Uranium Miners ETF

On
November 1, 2022, Ryan Sutcliffe of the Division of Investment Management provided comments to the registration statement. In
response to those comments, the Registrant provided the SEC staff a draft response and revised 485(b) filing (“First Revised
Draft Filing”) addressing those comments in a letter dated December 23, 2022. On January 9, 2023, Valerie J. Lithotomos
verbally re-issued certain comments, and Registrant provided the SEC staff a further response in a letter dated January 12, 2023,
together with a further revised draft 485(b) filing (“Second Revised Draft Filing”).

Subsequently,
on January 19, 2023, John Lee and Ms. Lithotomos provided certain additional comments to the Second Revised Draft Filing. Those
comments are summarized below and followed with a corresponding response, which the Registrant has authorized Thompson Hine LLP
to make on its behalf. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the document
to which the applicable comment relates.

*  *  *  *  *

    Thompson
    Hine llp
    1919
    M Street, N.W.
    www.ThompsonHine.com

    Attorneys
    at Law
    Suite
    700
    O: 202.331.8800

    Washington,
    D.C. 20036-3537
    F:  202.331.8330

John
Lee

Valerie
Lithotomos

Ryan
Sutcliffe

January
25, 2023

Page
2 of 4

COMMENTS

Comment
25

Please
provide updated drafts of the index methodologies conforming to changes made in the 485(b).

Response

Registrant
has provided revised draft methodologies as appendices to this letter.

Comment
26

Each
Fund’s principal investment strategy states that the Fund will have at least 80% exposure to the relevant Index. However,
disclosures regarding Index composition currently state that the Index itself will have a bucket that may include securities of
companies that are not mining companies. Please revise the disclosures to clarify that each Fund will invest at least 80% of its
total assets in securities consistent with the strategy under the names rule. Please ensure that conforming changes for each of
the Funds are made throughout the filing.

Response

Registrant
has updated the relevant disclosures to address the comment. Please see attached revised drafts of the Prospectuses and SAI.

Comment
27

Please
ensure that all references to “non-mining activities” are deleted.

Response

References
to non-mining activities have been deleted throughout the Prospectuses and SAI. Please see attached revised draft for changes.

Comment
28

As
previously noted in Comment 24, please ensure a new Power of Attorney is filed to comply with Rule 483(b).

Response

Registrant
will obtain an updated Power of Attorney and will submit it with the Amendment or, alternatively, have each required officer and
trustee sign the Amendment and submit the Power of Attorney separately.

Comment
29

Please
disclose the meaning of “engaged in trading energy transition materials.”

John
Lee

Valerie
Lithotomos

Ryan
Sutcliffe

January
25, 2023

Page
3  of 4

Response

Registrant
has revised the disclosures to remove references to being “engaged in trading in energy transition materials,” “trading
nickel” and “trading uranium.” Please see attached revised Prospectuses and SAI. Note that the discussion in
the investment strategy has been revised for the three Funds that had referenced energy trading, as follows:

SETM:

The
Fund will, under normal circumstances, invest at least 80% of its total assets in securities of the Index. The Index is designed
to track the performance of companies that derive at least 50% of their revenue and/or assets from (i) mining, exploration, development,
production, recycling, refining, or smelting of energy transition materials (“Energy Transition Mining Companies”);
(ii) investments in energy transition materials that represent all or a significant portion of their assets; (iii) earning energy
transition materials royalties; and/or (iv) supplying energy transition materials (together with Energy Transition Mining Companies,
“Energy Transition Companies”). The Index generally consists of from 100 to 120 constituents. Under normal circumstances,
the Fund will invest at least 80% of its net assets, plus the amount of borrowings for investment purposes, in Energy Transition
Mining Companies.

URNJ:

The
Fund will, under normal circumstances, invest at least 80% of its total assets in securities of the Index. The Index is designed
to track the performance of companies that derive at least 50% of their revenue and/or assets to (i) mining, exploration, development,
and production of uranium (“Uranium Mining Companies”); (ii) earning uranium royalties; and/or (iii) supplying uranium
(together with Uranium Mining Companies, “Uranium Companies”).

NIKL:

The
Fund will, under normal circumstances, invest at least 80% of its total assets in securities of the Index. The Index is designed
to track the performance of companies that derive at least 50% of their revenue and/or assets from (i) mining, exploration, development,
or production of nickel (“Nickel Mining Companies’); (ii) investments in nickel that represent all or a significant
portion of their assets; and/or (iii) supplying nickel (together with Nickel Mining Companies, “Nickel Companies”).
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus the amount of borrowings for investment
purposes, in Nickel Mining Companies.

*  *  *  *  *

John
Lee

Valerie
Lithotomos

Ryan
Sutcliffe

January
25, 2023

Page
4  of 4

If
you have any questions or additional comments, please call the undersigned at 202-973-2727.

    Very
    truly yours,

    /s/ Bibb L. Strench

    Bibb
    L. Strench

    cc:
    Steven
    Schoffstall

    Sprott Asset
    Management LP

    Kimberly Versace,
    Esq.

    Thompson Hine,
    LLP

Exhibit
A

December
23, 2022

John
Lee, Esq.

Branch
Chief

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Sprott
                                         Funds Trust

File
Nos. 333-227545, 811-23382

Dear
Mr. Lee:

On
September 20, 2022 Sprott Funds Trust (“the Trust”) filed Post-Effective Amendment No. 16 to its registration statement
on Form N-1A under the Securities Act of 1933 (“Securities Act”) and the Investment Company Act of 1940 (“1940
Act”), to register the following new series of the Trust (each, a “Fund” and collectively, the “Funds”):

Sprott
Energy Transition Materials ETF

Sprott
Junior Copper Miners ETF

Sprott
Nickel Miners ETF

Sprott
Lithium Miners ETF

Sprott
Junior Uranium Miners ETF

On
November 1, 2022, Christopher Bellacicco of the Division of Investment Management provided comments to the registration statement.
Those comments are summarized below, with corresponding responses following each comment, which the Registrant has authorized
Thompson Hine LLP to make on its behalf. Capitalized terms used but not otherwise defined herein have the meanings ascribed to
them in the document to which the applicable comment relates.

*  *  * *  *

    Thompson
    Hine llp
    1919
    M Street, N.W.
    www.
    ThompsonHine.com

    Attorneys
    at Law
    Suite
    700
    Phone:
    202.331.8800

    Washington,
    D.C. 20036-3537
    Fax:
    202.331.8330

John
Lee

December
23, 2022

Page
2 of 8

COMMENTS

Prospectus

Comment
1

Please
note that the index performance risk is in a different font for all Funds.

Response

Registrant
has revised the index performance risk sections in the Prospectus and SAI so that the language now reads consistently.

Comment
2:

Please
mark changes as follows:

 ■ Complete
                                         reproduction of a paragraph, if changed; or

 ■ A
                                         redline of the changes that occur as a result of a comment.

Response:

The
changes to the Prospectus and SAI have been made in a redlining format.

Comment
3

We
request that you respond to these comments no later than five business days before the filing is scheduled to become effective
automatically. If this isn’t possible, we request that you file a 485 BXT delaying until staff comments are resolved.

Response

Registrant
continues to file 485 BXTs and notes that another 485 BXT will be filed on December 15, 2022.

Comment
4

Please
fill in all blanks, brackets, and otherwise missing information sufficiently in advance of effectiveness for review.

Response

Registrant
represents that it fill in all blanks, brackets, and otherwise missing information sufficiently in advance of effectiveness for
review.

John
Lee

December
23, 2022

Page
3 of 8

Comment
5

Please
provide the index methodologies at your earliest convenience. They can be provided via email. Send to John Lee – reference
this Fund and this comment. leejohn@sec.gov 202-551-5689.

Response

See
attached index methodologies.

Comment
6

Please
provide a completed fee table and expense table sufficiently in advance in time for review.

Response

Registrant
has completed the fee table and expense table for each Fund in the attached redlined Prospectus.

Comment
7

Please
confirm that acquired fund fees and expenses will be 1 basis point or less. Otherwise, please add a separate line for AFFE for
Form N-1A.

Response

The
Registrant confirms that the AFFE for each Fund is expected to be less than 1 basis point.

Comment
8

Please
confirm that there are no expense reimbursement or recoupment arrangements.

Response

The
Registrant confirms that none of the Funds will have a reimbursement or recoupment arrangement.

Comment
9

Please
explain how stocks with no revenue will be connected in or constitute a reasonable industry tie for names rule purpose. With respect
to the first paragraph, Principal Investment Strategies, on page 4 of the Prospectus, please revise (ii) to clarify in disclosure
the non-mining activities portion of the sentence. This comment applies to all Funds.

Response

Registrant
has added the following disclosure with respect to each Fund in response to the comment:

“Stock
issuers without revenue or for which revenue is an inappropriate characteristic may include, but is not limited to, junior mining
companies involved in the development and exploration of energy transition materials and exchange traded products (ETPs) that
invest all or a significant portion of their assets in energy transition materials.”

John
Lee

December
23, 2022

Page
4 of 8

Comment
10

With
respect to the second bullet on page 5, please briefly explain in disclosure the index mechanics when the group commodity weight
cap is hit.

Response

The
second bullet point reference in your comment has been revised to state that at each step, any excess weighting is re-distributed
pro rata to each index component that has not already reached a previous weighting cap.

Comment
11

Please
state the Funds’ or indexes’ definition of emerging market countries. This comment applies to all Funds.

Response

Emerging
markets countries are defined by reference to the MSCI Country Classification Standards. Please see attached redlined Prospectuses
for revisions. In addition, a definition has been added for frontier markets countries.

Comment
12

We
note that the principal risks appear in alphabetical order. Please order the risks to prioritize the risks that are most likely
to adversely affect the Funds NAV, Yield, and total return. Please note that after listing the most significant risks the remaining
risks may be alphabetized. This comment applies to all Funds.

Response

The
requested revisions have been made to prioritize risks. Please see attached redlined Prospectuses for revisions.

Comment
13

In
the next to last paragraph on page 15, please provide the number of index components. A range is acceptable. This comment applies
to all Funds.

Response

Each
Prospectus has been revised to contain a range of the index components.

Comment
14

Please
disclose that purchases and redemptions of creation units primarily with cash rather than in-kind may cause the ETF to incur certain
costs. Please also disclose that these costs could include brokerage costs or taxable gains or losses. Please disclose that these
costs could be imposed on the ETF and decrease the ETF’s NAV, if not offset by a transaction fee, payable by an authorized
participant. This comment applies to all Funds.

John
Lee

December
23, 2022

Page
5 of 8

Response

The
requested additional disclosures have been added to the Frequent Purchases and Redemptions section of each Fund’s Prospectus.

Comment
15

Due
to the potential for representative sampling, please consider whether a management risk is appropriate. This comment applies to
all Funds.

Response

Registrant
has added additional index management risk to the general index risk disclosures for each Fund. Please see attached redlined Prospectuses
for revisions.

Comment
16

With
respect to Index Performance Risk on page 18, we note that the Fund has an investment strategy to track an index with significant
exposure to non-US companies in emerging markets. Please provide disclosure with respect to the following risks or explain to
us why such disclosure would not be appropriate.

1)
The potential for errors in index data, computation and or construction if information on non-us companies is unreliable or outdated
or if less information about the non-us companies is publicly available due to differences in regulatory accounting auditing and
financial record keeping standards.

2)
The potential significance of such errors on the Fund’s performance.

3)
Limitations on the fund advisor’s ability to oversee the index provider’s due diligence process over index data prior
to its use in index computation, construction, and/or rebalancing

4)
The rights and remedies associated with investments in a Fund that tracks an index comprised of foreign securities may be different
than a Fund that tracks an index of domestic securities.

Response

The
requested additional disclosures have been added, noting that there are additional risks with tracking indexes that have foreign
constituents, particular constituents that are issuers located in emerging and frontier markets. Please see attached redlined
prospectuses for revisions.

John
Lee

December
23, 2022

Page
6 of 8

Comment
17

For
each of the “Miner” named ETFs, please explain how utilizing an index for 80% names rule purposes that includes companies
“engaging in other non-mining activities that support the mining industry” is consistent with the term miner and is
not misleading.

Response

Non-mining
activities may include issuers that invest all or a significant portion of their assets in energy transition materials or that
are engaged in the trading of energy transition.

Comment
18

For
each Fund with 25% noted in the names rule test under Principal Investment Strategies, please explain how 25% of assets and/or
revenues is sufficient for applicable industry tie under the names rule.

Response

The
Index methodology has been revised to cap the aggregate weight of securities with assets and/or revenues greater than 25% but
less than 50% tied to the nickel indust