SecProbe.io

CORRESP
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filename1.htm

December 23, 2024

Daniel
Greenspan, Esq.

Ryan
Sutcliffe, Esq.

U.S.
Securities and Exchange Commission

Division
of Investment Management

Disclosure
Review and Accounting Office

100
F Street NE

Washington,
D.C. 20549

VIA EDGAR CORRESPONDENCE

    Re:
    Sprott Funds Trust (the "Trust" or the "Registrant") File Nos. 811-23382, 333-227545

Dear Messrs. Greenspan and Sutcliffe:

On June 11, 2024, Sprott Funds Trust (the
"Trust" or the "Registrant"), on behalf of its series, Sprott Silver Miners & Physical Silver ETF (initially named
“Sprott Silver Miners ETF”) (the "Fund"), filed post-effective amendment number 31 to the Trust's registration statement
(the "Amendment"). The Amendment was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933, as amended, to register
shares of the Funds. On July 30, 2024 you provided comments to the Amendment by phone to Bibb Strench. On September 9, 2024, Messrs. Daniel
Greenspan, Ryan Sutcliffe, Thomas W. Ulrich and the undersigned had a follow-up video conference call in which the comments 2 and 4 were
further discussed. Messrs. Daniel Greenspan and Strench had subsequent calls regarding these comments. On December 13, 2024 you provided
additional follow up comments to the Amendment via video-conference to Bibb Strench and Randy Gerlach. Comments below given on December
13, 2024, are indicated with an asterisk (“*”). On December 19, 2024, Mr. Sutcliffe in a phone conversation with Mr. Strench
provided an additional comment, which is set forth below and indicated with two asterisks (**). As requested in that video-conference,
this letter is being transmitted to you via EDGAR correspondence.

Set forth below are your comments, as we
understand them, followed by responses to those comments, which the Fund has authorized Thompson Hine LLP to make on its behalf. Where
applicable, revisions indicated in responses to your comments will be reflected in an amendment to the registration statement to be filed
subsequently to or concurrently with this letter. All capitalized terms not defined herein have the meaning given to them in the registration
statement. A marked copy of the prospectus or relevant sections of the prospectus is attached to aid in your review.

    1

Investment Objective

Comment 1. In the Summary
section, the Prospectus contains the phrase “correspond generally” with respect to the objective related to the index that
the Fund tracks. Please consider using language with more specificity such as “track” or “correlate to.”

Response. The Registrant has
revised the language to state “The Sprott Silver Miners & Physical Silver ETF (the “Fund”)
seeks to provide investment results, before fees and expenses, that track correspond
generally to the total return performance of the Nasdaq Sprott Silver Miners Index (the “Index”).

Investment Strategy

Comment 2. Ensure that the
description of the types of companies that are constituents of the index that the Fund seeks to track are described in a consistent manner
in the Investment Strategies section. For example, the second sentence of that section states that the index is designed to track the
performance of companies that derive “at least 50% of their revenue and/or assets” from activities related to silver. However,
the second bullet point in the next paragraph when describing the index states that “the aggregate weighting of any security with
assets and/or revenues greater than 25% but less than 50% tied to the silver industry is capped at 15%.” These sentences appear
to be inconsistent.

Response. The Fund has revised
the Investment Strategy section to ensure that the constituents of the index that the Fund seeks to track are described in a consistent
manner. In addition, the Fund has added a sentence addressing how 80% or more of the Fund assets will be invested.

With respect to the Index, the Investment
Strategy section now states:

“The Fund will, under normal
circumstances, invest at least 80% of the value of its total assets in securities of the Index. The Index is designed to track the performance
of: (i) companies that derive at least 50% of their revenue and/or assets from mining, production, development, or exploration of silver
(“Silver Mining Companies”); and (ii) publicly traded closed-end trusts that invest 50% or more of their assets in physical
silver (“Silver Trusts”). The Index generally consists of 30 to 50 constituents. While the Fund will invest at least 80% of
the value of its total assets in securities of the Index, it is also has the policy to invest at least 80% of the value of its total assets
in Silver Mining Companies and Silver Trusts. The mix of the Fund’s investments in Silver Mining Companies and Silver Trusts will
vary, including each time the Index is rebalanced, but at all times the Fund will have significant exposure to securities issued by Silver
Mining Companies and significant exposure to Silver Trusts. These investment policies may be changed without shareholder approval, upon
60 days’ notice to shareholders.”

    2

Follow-Up Comment 1.*
Please confirm supplementally that the Fund will be able to comply with both 80% policies concurrently.

Follow-Up Response. The
Registrant confirms the Fund is able to comply with both 80% policies concurrently and has provided the requested calculations
related to policies.

Follow-Up Comment 2.* Please
revise the investment strategy disclosure as necessary to disclose that the Fund will have significant exposure, concurrently, to
both Silver Mining Companies and Silver Trusts. Please revise the responses to previous comments as applicable.

Follow-Up Response. The
Registrant has revised the disclosure in the prospectus and throughout the comment letter to include that the Fund will have
significant exposure to Silver Mining Companies and Silver Trusts. The Registrant represents that the Fund generally will invest at
least 15% of its assets in securities issued by Silver Mining Companies and, concurrently, the Fund will invest at least 15% of its
assets in securities issued by Silver Trusts.

Comment 3. Please address
the fact that the second bullet point of the second paragraph of the Principal Investment Strategies section is missing “(v)”
or “(vi)” should be “(v)”.

Response. The Registrant has
updated the numbering in the paragraph.

Comment 4. The Staff notes
that the name of the Fund is “Sprott Silver Miners ETF.” However, a substantial portion of the Fund’s assets could consist
of companies or instruments not related to “mining.” Please provide an analysis of:

(a) how the Fund’s substantial investments
in companies or instruments not related to mining is consistent with Rule 35d-1 under the Investment Company Act of 1940, as amended (the
"Names Rule"); and

(b)* how companies that have 50% or less
revenues or assets in silver mining would have a sufficient nexus or connection with silver mining for purposes of the Names Rule;

(c)* why the Fund’s name which does
not have “index” in it is consistent with a fund that is an index fund or, alternatively, confirm that the Fund is not an
index fund. In this analysis, please address for purposes of the Names Rule and otherwise whether the Fund’s name as set forth in
the filing is sufficient to suggest to investors that it is an index fund.

Response.

(a) The
Fund has revised its name to be: “Sprott Silver Miners & Physical Silver ETF.” See the response to Comment 1 regarding
how the Fund will ensure compliance with Rule 35d-1. As a result, a substantial amount of the Fund’s investments will not
be in companies or instruments not related to mining and physical silver.

(b) The disclosure in the Investment Strategy
section of the Prospectus has been revised to make clear that companies that have 50% or less revenues or assets in silver mining would
not count towards the 80% requirement. See the response to Comment 1.

(c) By inclusion of the following sentence
in the Fund’s investment strategy that distinguishes between Fund investments in constituents in the Index and Fund investments
in Silver Mining Companies and Silver Trusts, the Fund clearly is not availing itself to the Commission's position that, for index
funds, compliance with the Names Rule will be met if at least 80% of the Fund’s assets are invested in the components of the reference
index:

    3

While the Fund will invest at
least 80% of the value of its total assets in securities of the Index, it is also has the policy to invest at least 80% of the value of
its total assets in Silver Mining Companies and Silver Trusts. The mix of the Fund’s investments in Silver Mining Companies and
Silver Trusts will vary, including each time the Index is rebalanced, but at all times the Fund, concurrently, will have significant exposure
to securities issued by Silver Mining Companies and significant exposure to securities issued by Silver Trusts. These investment policies
may be changed without shareholder approval, upon 60 days’ notice to shareholders.”

Therefore, irrespective of the constituents
of the Index and its objective to track the Index, the Fund will invest at least at least 80% of the value of its total assets in Silver
Mining Companies and Silver Trusts. Note that the methodology of the Index has been updated to generally result in at least 80% of its
constituents being made up of Silver Mining Companies and Silver Trusts, with the Fund having significant exposure (i.e., at least 15%
of AUM) to each.

Comment 5. The third paragraph
of the Principal Investment Strategies section states that the Fund may invest in “publicly traded closed-end trusts”.

(a) Are such publicly traded closed-end
trusts investment companies for purposes of Form N-1A’s fee table requirements included with respect to the Acquired Fund Fee and
Expenses line item and, if so, confirm that the Fund will disclose such indirect expenses in the fee table if they exceed 0.01% of the
Fund’s total assets.

(b) Please consider whether there needs
to be a specific stand-alone risk disclosure of investing in publicly traded closed-end trusts.

Response.

(a) The Registrant confirms that the publicly traded closed-end trusts investment
companies are entities the shares of which are registered under the Securities Act of 1933, as amended, but the entities themselves
do not meet the definition of an “investment company” under the Investment Company Act of 1940, as amended. Therefore, the
fees charged by the sponsors of the publicly traded closed-end trusts are not required to be included in the Acquired Fund Fees and Expenses
line item in the Fund’s fee table even if the fees of such investments exceed 0.01% of the Fund’s assets.

(b)* The Registrant believes that the
risks of investing in the Sprott Physical Silver Trust are adequately covered by other risks already disclosed in the prospectus, including
Commodity Risk, Silver Mining Industry Risk, Foreign Investment Risk and Emerging Markets Securities Risk.

Follow-Up Comment 3.*
Please supplementally explain where the disclosure related to publicly traded closed-end trusts is located in the prospectus or add
the disclosure if it is not in prospectus.

    4

Follow-Up Response. The Registrant
defines publicly traded closed-end trusts as “Silver Trusts” in the investment strategy. The Registrant believes the risks
of investing in Silver Trusts in the form of 1933 Act closed-end trusts are then adequately disclosed and encompassed throughout the risk
disclosures in the prospectus such as the Commodity Risk, Silver Mining Industry Risk, Foreign Investment Risk and Emerging Markets Securities
Risk. Please note that such risk disclosure has been enhanced.

Comment 6. To what extent
does the Fund intend to use derivatives to gain exposure to the index that it seeks to track. If material, please note that the use of
derivatives should be disclosed in the Principal Investment Strategies section and the risks of such investments should be disclosed.

Response. The Fund does not intend to use derivatives
as part of its principal investment strategy.

Comment 7. The Principal Investment
Strategies section contains concentration and sector disclosures. Please revise to be more precise regarding the percentage of Fund assets
that may be so concentrated or invested in a particular sector.

Response. The Registrant has added the following
disclosure to each of the sector risks:

“As of January 31, 2024, 82.5% of the
Fund’s assets are expected to be concentrated in the mining sector.”

Comment 8. The Principal Investment
Strategies section states that Sprott Asset Management LP, which is affiliated with the Fund’s investment adviser, co-developed
the index that the Fund tracks. Please provide more disclosure about that firm’s role with respect to the index including the types
of services it provides and the extent to which it will be involved with the selection of constituents of the index at the outset and
when it is rebalanced.

Response. The Index is sponsored
and owned by Nasdaq, Inc. Neither Sprott Asset Management USA Inc. (the “Adviser”) nor Sprott Asset Management LP (“SAM
LP”) are affiliated persons of Nasdaq, Inc. Rather, the only legal relationship between Nasdaq, Inc. and SAM LP is a licensing arrangement
whereby SAM LP licenses the Index from Nasdaq, Inc. While the SAM LP has contributed to the development of the Index and has the ability
to provide input with respect to changes of the index methodology, Nasdaq Inc. controls the Index. Specifically, SAM LP identifies
and provides Nasdaq the constituents eligible for selection and their classifications to be used in applicable Index on a semi-annual
basis.

Comment 9. The last paragraph
of the Principal Investment Strategies section states that the Fund may engage in securities lending. Please provide more disclosure about
such securities lending activities.

Response. The following has
been added to the Prospectus regarding the Fund’s securities lending activities:

The Fund has entered into a securities
lending agreement with an unaffiliated lending agent. The Fund may lend their portfolio securities only to borrowers that are approved
by the lending agent. The Fund limits such lending to not more than 33 1/3% of the value of its total assets. The borrower pledges and
maintains with the Fund collateral consisting of cash and/or securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities.

    5

Follow-Up Comment 4.* Please include the Securities
Lending Agreement as an exhibit to the filing. If the securities lending is a material risk to the Fund, please add disclosure discussing
that risk in the prospectus.

Follow-Up Response. The Registrant will include
the securities lending agreement as an exhibit in its 485(b) filing. The Registrant has also enhanced the securities lending risk disclosure
in the Prospectus.

Principal Risks

Comment 10. Please consider
re-ordering the risks as only one risk is not in alphabetical order. Consider whether the other risks that are relatively more important
that should appear towards the beginning of the list of risks.

Response. The Prospectus lists
“Silver Mining Industry Risks” as the first principal risk in the Prospectus. The Registrant does not deem it necessary to
move up any of the other principal risks to the beginning as each of them have the approximately the same significance and the silver
mining risk is the most significant risk factor.

Statement of Additional Information

Comment 11.** Please ensure
that the non-fundamental policies set forth in the Statement of Additional Information are consistent with disclosure in the Prospectus
that addresses the Fund’s 80% investment requirements for purposes of the Names Rule.

Response. Non-fundamental policies 1 and 2 have
been revised to state:

 1. The Fund will invest at least 80% of the value of its total assets
in Silver Mining Companies (as defined in the Prospectus) and Silver