SecProbe.io

CORRESP
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filename1.htm

                                                                October
10, 2023

                                                                VIA EDGAR

                         Chicago

New York

Washington, DC

London

San Francisco

Los Angeles

Singapore

Dallas

Miami

vedderprice.com

Deborah Bielicke Eades

Shareholder

+1 312 609 7661

deades@vedderprice.com

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Attn: Mr. Christopher R. Bellacicco

Re: SP
                                            Funds Dow Jones Global Technology ETF

                                            Registration Statement on Form N-1A

                                            File Nos. 333-274015 and 811-23893

Dear
Mr. Bellacicco:

On
behalf of the registrant, SP Funds Trust (the “Registrant”), we are responding to the Staff’s
comments dated September 13, 2023, in regards to the Registrant’s initial registration statement on Form N-1A (the “Registration
Statement”). As discussed with the Staff, in addition to responding to Staff comments, Registrant has added a second series --
SP Funds S&P World ETF in this Pre-Effective Amendment.

For
convenience, each comment is restated below, with the response immediately following. To the extent responses herein reflect revised
or additional disclosure, such disclosure is included in Pre-Effective Amendment No. 1 to the Registration Statement filed concurrently
herewith. All capitalized terms not defined herein have the meaning assigned to them in the Registration Statement; any page references
herein refer to the initial Registration Statement.

PROSPECTUS

Fees
and Expenses of the Fund (page 1)

 1. Please
                                            disclose that expenses are based on estimated amounts for the current fiscal year.

RESPONSE: Registrant has added the requested disclosure.

Principal
Investment Strategies (page 1)

 2. The
                                            second paragraph the section states that “Constituents of the Index have been screened
                                            for non-compliant business activities...” Please disclose the entity that performs
                                            this screening, and briefly describe what such screening entails. Please explain the pre-screening
                                            and approval process used to determine if an investment complies with Shariah in greater detail.
                                            If there is a material risk that a non-compliant investment may be made, please consider adding risk disclosure about potential non-compliant investments.

  222
  North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005

  Vedder
  Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California,
  Vedder Price Pte. Ltd., which operates in Singapore, and Vedder Price (FL) LLP, which operates in Florida.

October 10, 2023

Page 2

RESPONSE: S&P Dow Jones Indices (S&P), an entity that is not affiliated with the Adviser, is responsible for constructing the index
based on a documented and published methodology — the S&P Shariah Indices Methodology. S&P engages a consultant, Ratings
Intelligence Partners (RI), whose team is comprised of qualified Islamic researchers that screen securities in the base index for compliance
with Shariah-based rules. RI applies sector-based screens to eliminate companies that operate in non-compliant sectors and accounting-based
screens to eliminate companies that employ leverage in contravention of Shariah principles. The role of RI is disclosed at page 12 of
the Prospectus. In addition, the Adviser employs its own auditor, Raqaba LLC, to perform an annual audit of the Fund’s compliance
with Shariah principles. The role of Raqaba is disclosed at page 13 of the Prospectus. Registrant has added disclosure to the principal
strategy section with respect to the screens that are used.

Registrant
has added language to the “Shariah-Compliant Investing Risk” factor with respect to investments that may not be Shariah
compliant. See “Shariah Compliance” and “Dividend Purification” at page 8 for a discussion of the circumstances under
which an investment may generate non-Shariah compliant income.

The
Fund’s Investment Strategy (page 1)

 3. The
                                            first paragraph in this section states that “Under normal circumstances, at least 80%
                                            of the Fund’s total assets will be invested in the component securities of the Index.”
                                            Please confirm that “total assets” refers to net assets plus borrowings for investment
                                            purposes.

RESPONSE: The Registrant confirms that “total assets” refers to net assets plus borrowings for investment purposes, but notes
that the Funds do not intend to borrow for investment purposes.

 4. The
                                            final paragraph on this page notes that the Fund “may invest up to 20% of its total
                                            assets in Shariah-compliant securities or other Shariah-compliant investments not included
                                            in the Index...” Please disclose what these other securities and investments may include.
                                            Please include corresponding risk disclosure, as appropriate.

RESPONSE: Such investments are expected to include Shariah compliant securities that are not constituents in the base index or other securities
such as ETFs or other investment companies that provide indirect exposure to the types of securities in which the Fund may invest.

 5. If
                                            the Fund plans to engage in any activities that may not comply with Shariah practices, disclose
                                            such practice in the principal investment strategy section and include appropriate risk disclosure.

RESPONSE: The Fund follows Shariah principles and does not intend to engage in any non-compliant activities. Registrant may temporarily
hold securities that become non-compliant. See Response to Comment No. 2.

October 10, 2023

Page 3

Principal
Investment Risks (page 2)

 6. Please
                                            present the principal risks in order of importance, with the most significant risks appearing
                                            first.

RESPONSE: The Registrant has made the requested change.

 7. Please
                                            include disclosure discussing the risks regarding the Fund’s non-diversified company
                                            classification.

RESPONSE: The Registrant has revised the disclosure discussing the Fund’s non-diversification classification.

Emerging
Markets Risk (page 2)

 8. Please
                                            disclose how the Fund defines what constitutes an “emerging market.” If the Fund
                                            anticipates having significant exposure to such markets, please revise the principal investment
                                            strategy accordingly.

RESPONSE: Registrant seeks to replicate the index and will hold emerging market securities to the extent of the index, and has added disclosure
to this effect. Registrant has added the definition of emerging markets generally used by S&P Dow Jones indices.

Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk (page 2)

 9. Please
                                            confirm whether securities underlying the Fund are traded outside of a collateralized settlement
                                            system. If so, please disclose that there are a limited number of financial institutions
                                            that may act as authorized participants that post collateral for certain trades on an agency
                                            basis.

RESPONSE: Registrant expects that portfolio holdings of the Funds will trade within a collateralized settlement system.

October 10, 2023

Page 4

Cash
Redemption Risk (page 2)

 10. Please
                                            disclose that purchases and redemptions of Creation Units primarily with cash, rather than
                                            through in-kind delivery of portfolio securities, may cause the Fund to incur brokerage costs
                                            and that
costs could be imposed on the Fund, thus decreasing the Fund’s NAV to the extent that the costs are not offset by a transaction
fee payable by an authorized participant.

RESPONSE: The Registrant has made the requested change.

Geographic
Investment Risk (page 3)

 11. The
                                            Staff notes that the Geographic Investment Risk on page six refers to investing in Saudi
                                            Arabia and The United Arab Emirates. If the Fund expects to invest a significant portion
                                            of its assets in the securities of companies in these countries or a particular region, please
                                            revise the strategy disclosure to reflect such investments.

RESPONSE:
The Registrant has revised the disclosure and removed the above mentioned references.

Principal
Investment Strategies (page 4)

 12. If
                                            applicable, please disclose that the Fund may, from time to time, take temporary defensive
                                            positions that are inconsistent with its principal investment strategies in attempting to
                                            respond to adverse market, economic, political, or other conditions. Please also disclose
                                            the effect of taking such a temporary defensive position (e.g., that the Fund may not achieve
                                            its investment objective).

RESPONSE:
The Registrant respectfully believes such disclosure is not necessary because the Fund seeks to track its Underlying Index and does
not intend to invest defensively or use a temporary defensive strategy to protect against potential market declines.

Equity
Market Risk (page 5)

 13. The
                                            Staff notes that this risk as it appears in the summary prospectus is called “Equity
                                            Securities Risk.” Please revise to refer to the risks consistently.

RESPONSE: The Registrant has revised the heading to be “Equity Securities Risk.”

Foreign
Securities Risk (page 6)

 14. The
                                            Staff notes that there is no separate Foreign Securities Risk disclosure in the summary prospectus.
                                            Please include such disclosure in the summary prospectus or, if appropriate, identify the
                                            Foreign Securities Risk on page six as a non-principal risk.

RESPONSE: The Registrant has revised the summary prospectus to include the Foreign Securities Risk disclosure.

October 10, 2023

Page 5

Recently
Organized Fund Risk; Tax Risk (page 7)

 15. The
                                            Staff notes that “Recently Organized Fund Risk” and “Tax Risk” are
                                            not included in the summary prospectus risk disclosure on pages two to three. If such risks
                                            will constitute principal risks of the Fund, please include them in that section. If such
                                            risks are non-principal, please identify them as such here.

RESPONSE: The Registrant has revised the summary prospectus to included Recently Organized Fund Risk. The Registrant does not consider
Tax Risk to be a principal risk of the Fund and has identified it as a non-principal risk.

ADDITIONAL
INFORMATION ABOUT THE INDEX (page 8)

 16. Please
                                            supplementally explain what role, if any, the Adviser had in the development of the Index
                                            and what role it will have in any on-going maintenance of the underlying Dow Jones indices.

RESPONSE:
Both indices are based on underlying indices created and maintained by S&P Dow Jones Indices LLC (“S&P Dow
Jones”). S&P Dow Jones is the index administrator and is responsible for the creation and maintenance of the indices in accordance with its
published methodology. The Adviser has no role in the creation or ongoing maintenance of the indices.

The
sponsor of the Funds, SP Funds LLC, is the licensee of S&P Dow Jones, the index administrator. As a licensee, SP Funds, LLC has no
role in the creation, or ongoing maintenance of the Index.

Investment
Adviser (page 8)

 17. Please
                                            discuss ShariaPortfolio’s experience as an investment adviser.

RESPONSE: The Registrant has added disclosure regarding ShariaPortfolio’s experience as an investment adviser, including serving
as a sub-adviser to three exchange-traded funds.

Statement
of Additional Information

INVESTMENT
RESTRICTIONS (page B-5)

 18. The
                                            Staff notes that many of the Fund’s investment restrictions state that the Fund may
                                            not engage in a particular practice “except to the extent permitted under the 1940
                                            Act.” Please include additional disclosure outside of the formal policies explaining
                                            what the law permits.

RESPONSE: The Registrant has made the requested additional disclosure.

Members
of the Board (page B-6)

 19. The
                                            second paragraph of this section states that “The Board is composed of a majority (more
                                            than 50 percent) of Independent Trustees” but then refers to “the fact that the
                                            Independent Trustees of the Trust constitute a super majority of the Board . . . .” Please revise the disclosure to clarify whether Independent Trustees constitute
a majority or a super majority of the Board.

RESPONSE:
The Registrant confirms that Fund’s Board will be composed of a majority of Independent Trustees and removed references to a
super majority.

October 10, 2023

Page 6

INVESTMENT
ADVISER (page B-8)

 20. Please
                                            disclose whether any individual or entity controls the Adviser.

RESPONSE: The Registrant has made the requested change.

TRANSFER
AGENT (page B-8)

 21. In
                                            an appropriate location, please disclose the identity and principal business address of the
                                            Fund’s dividend-paying agent.

RESPONSE: The Registrant’s transfer agent will serve as dividend paying agent. Registrant has added that role to the description
of the transfer agent.

Acceptance
of Orders of Creation Unites (page B-15)

 22. The
                                            first sentence of this section states that:

The
Trust reserves the right to reject an order for Creation Units . . . if . . . (d) acceptance of the Deposit Securities would have certain
adverse tax consequences to the applicable Fund . . . (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the
Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners . . . .”

Please
delete subsections (d) and (f) or revise them in