SPROTT FOCUS TRUST INC. — Regulatory Filings 2025

Mar 10, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05379

SPROTT FOCUS TRUST, INC.

(Exact name of registrant as specified in charter)

320 Post Road, Suite 230

Darien, Connecticut 06820

(Address of principal executive offices)

The Prentice-Hall Corporation System, MA

7 St. Paul Street, Suite 820

Baltimore, MD 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (203) 656-2400

Date of fiscal year end: December 31

Date of reporting period: December 31, 2024

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Item 1. Reports to Stockholders.

(a)

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(b) Not applicable.

Item 2. Code of Ethics.

(a) The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer. The Registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The Registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

(c) During the period covered by this report, there were no amendments to any provision of the code of ethics.

(d) During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics.

(e) Not applicable.

(f) See Item 19(a)(1).

Item 3. Audit Committee Financial Expert.

(a)
(2) Michael W. Clark is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
(3) Not Applicable.

Item 4. Principal Accountant Fees and Services.

(a)
Fiscal Year Ended December 31, 2024	$30,000
Fiscal Year Ended December 31, 2023	$30,000

(b)
Fiscal Year Ended December 31, 2024	$0
Fiscal Year Ended December 31, 2023	$0

(c)
Fiscal Year Ended December 31, 2024	$7,200
Fiscal Year Ended December 31, 2023	$7,200

(d)
Fiscal Year Ended December 31, 2024	$0
Fiscal Year Ended December 31, 2023	$0

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(e)	(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the Registrant, including services provided to any entity affiliated with the Registrant.
	(2) No services described in paragraphs (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)	Not Applicable.

(g) The following table indicates the non-audit fees billed by the Registrant’s accountant for services to the Registrant’s investment adviser (and any other controlling entity, etc. – not sub-adviser) for the last two fiscal years.

	Registrant	Investment Adviser
Fiscal Year Ended December 31, 2024	$7,200	$0
Fiscal Year Ended December 31, 2023	$7,200	$0

(h) Not Applicable.

(i) Not Applicable.

(j) Not Applicable.

Item 5. Audit Committee of Listed Registrants.

(a) The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Michael W. Clark, Peyton T. Muldoon, James R. Pierce, Jr., and Leslie Barrett are members of the Registrant’s audit committee.

(b) Not Applicable.

Item 6. Investments.

(a) The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-Ended Management Investment Companies.

(a) Not applicable for closed-end investment companies.

(b) Not applicable for closed-end investment companies.

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Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable for closed-end investment companies.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable for closed-end investment companies.

Item 10. Remuneration Paid to Directors, Officers, and Other of Open-End Management Investment Companies.

Not applicable for closed-end investment companies.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable because the Board of Directors did not approve an investment advisory contract during the Registrant’s most recent fiscal half-year.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Registrant’s Board has delegated all proxy voting decisions to Sprott Asset Management USA Inc., the investment adviser to the Registrant (the “Adviser”). The Adviser has adopted written proxy voting policies and procedures for itself, the Fund, and any other client accounts for which the Adviser is responsible for voting proxies. From time to time, a vote may present a conflict between the interests of the Registrant’s shareholders, on the one hand, and those of the Adviser, or any affiliated person of the Registrant or the Adviser, on the other. If the Adviser becomes aware of any material conflict of interest in voting proxies with respect to the Registrant, the Adviser shall notify the Board of Directors of the Registrant and request the Board’s recommendations for protecting the best interests of Registrant’s shareholders.

PROXY VOTING POLICY AND PROCEDURES

I. STATEMENT OF POLICY

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When the Adviser has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies and procedures.

II. VOTING GUIDELINES

In the absence of specific voting guidelines from the client, the Adviser will vote proxies in the best interests of each particular client, which may result in different voting results for proxies for the same issuer. The Adviser believes that voting proxies in accordance with the following guidelines is in the best interests of its clients.

Generally speaking, the Adviser will vote in favor of the following proxy proposals:

(i) electing and fixing number of directors

(ii) appointing auditors

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(iii)	ratifying director actions
(iv)	changing a registered address
(v)	authorizing directors to fix remuneration of auditors
(vi)	approving special resolutions to change the authorized capital of the company to an unlimited number of common shares without par value.

In certain cases, proxy votes may not be cast when the Adviser determines that it is not in the best interests of the client to vote such proxies.

The Adviser retains the discretion to depart from these polices on any particular proxy vote depending upon the facts and circumstances.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) Portfolio Managers of Closed-End Management Investment Companies (information as of December 31, 2024)

Name	Title	Length of Service	Principal Occupation(s) During Past 5 Years
W. Whitney George	Senior Portfolio Manager of Sprott Asset Management USA Inc.; Director of the Registrant	Since July 2002	Chief Executive Officer of Sprott Inc. since June 2022; President of Sprott Inc. from January 2019 to June 2022; Executive Vice President of Sprott Inc. from January 2016 to January 2019; Chief Investment Officer of Sprott Asset Management, LP, a registered investment adviser, since April 2018; Senior Portfolio Manager since March 2015 and Chairman since March 2021, Sprott Asset Management USA, Inc.

(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest (information as of December 31, 2024)

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Other Accounts

Type of Account	Number of Accounts Managed	Total Assets Managed	Number of Accounts Managed for which Advisory Fee is Performed-Based	Value of Managed Accounts for which Advisory Fee is Performed Based
Registered investment companies	0	$0	0	$0
Other pooled investment vehicles	0	$0	0	$0
Other accounts	0	$0	0	$0

(a)(3) Description of Portfolio Manager Compensation Structure (information as of December 31, 2024)

The Portfolio Manager receives a fixed salary, plus a discretionary bonus that is determined based on a variety of factors, including the Portfolio Manager’s contribution to the overall growth of the Adviser and its affiliates, leadership and other contributions to the Adviser. The Portfolio Manager’s compensation is not specifically linked to the performance of the Registrant or any other particular client account, or the value of the assets held in the portfolio of the Registrant or any other particular client account.

(a)(4) Dollar Range of Equity Securities in Registrant Beneficially Owned by Portfolio Manager (information as of December 31, 2024)

The following table shows the dollar range of the Registrant’s shares owned beneficially and of record by the Portfolio Manager, including investments by his immediate family members sharing the same household and amounts invested through any retirement and deferred compensation plans.

Dollar Range of Registrant’s Shares Beneficially Owned
Over $1,000,000

(b) Not applicable.

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Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

| Period
– as indicated by Trade Date . 1, 2 | (a)
Total Number of Shares (or Units) Purchased 2 | (b)
Average Price Paid per Share (or Unit) | (c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
| --- | --- | --- | --- |
| Month

1 January 01 to January 31, 2024 | 194,339 | 7.6910 | 194,339 |

| Month

2 February 01 to February 28, 2024 | 114,534 | 7.7295 | 114,534 |

| Month

3 March 01 to March 31, 2024 | 56,908 | 7.8468 | 56,908 |

| Month

4 April 01 to April 30, 2024 | 128,461 | 7.8472 | 128,461 |

| Month

5 May 01 to May 31, 2024 | 88,176 | 7.8452 | 88,176 |

| Month

6 June 01 to June 30, 2024 | 24,452 | 7.8247 | 24,452 |

| Month

7 July 01 to July 31, 2024 | 108,507 | 7.8391 | 108,507 |

| Month

8 August 01 to August 31, 2024 | 82,623 | 7.7892 | 82,623 |

| Month

9 September 01 to September 30, 2024 | 65,763 | 7.6719 | 65,763 |

| Month

10 October 01 to October 31, 2024 | 193,086 | 7.7837 | 193,086 |

| Month

11 November 01 to November 30, 2024 | 204,734 | 7.9835 | 204,734 |

| Month

12 December 01 to December 31, 2024 | 115,136 | 7.7606 | 115,136 |

| Total | 1,376,719 | | 1,376,719 |

1. The share repurchase program was announced on November 20, 2020.

2. The expiration date of the program was initially December 31, 2021. The Board authorized an additional 5% repurchase of shares for Sprott Focus Trust on June 7, 2024 until June 15, 2025. The number of shares approved under the repurchase program is 1,478,854.

3. No plans have expired during the period.

4. No limit has been placed on the number of shares to be repurchased by the Registrant other than those imposed by federal securities laws.

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Item 15. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholder may recommend nominees to the Registrant’s Board of Trustees.

Item 16. Controls and Procedures.

(a) The Registrant’s President and Treasurer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a) Securities Lending Activities Income and Fees for Fiscal Year 2024

| Gross
income from securities lending activities (including
income from cash collateral reinvestment) | $ |
| --- | --- |
| Fees
and/or compensation for securities lending activities and related services | |
| Fees
paid to securities lending agent from a revenue split | $ 7,470 |
| Fees
paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that
are not included in the revenue split | $ 41 |
| Administrative
fees not included in revenue split | — |
| Indemnification
fee not included in revenue split | — |
| Rebate
(paid to borrower) | $ 3,416 |
| Other
fees not included in revenue split | — |
| Aggregate
fees/compensation for securities lending activities and related services | $ 10,927 |
| Net
income from securities lending activities | $ 29,876 |

(b) During the Registrant’s fiscal year ended December 31 2024, State Street Bank and Trust Company (“State Street”) served as the Fund’s securities lending agent.

As a securities lending agent, State Street is responsible for the implementation and administration of a Fund’s securities lending program. Pursuant to its respective Securities Lending Authorization Agreement (“Securities Lending Agreement”) with the Fund, State Street, as a general matter, performs various services, including the following:

● lend available securities to institutions that are approved borrowers

● determine whether a loan shall be made and negotiate and establish the terms and conditions of the loan with the borrower

● ensure that all dividends and other distributions paid with respect to loaned securities are credited to the fund’s relevant account

● receive and hold, on the fund’s behalf, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities

● mark-to-market the market value of loaned securities relative to the market value of the collateral each business day

● obtain additional collateral, as needed, in order to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement

● at the termination of a loan, return the collateral to the borrower upon the return of the loaned securities

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● in accordance with the terms of the Securities Lending Agreement, invest cash collateral in permitted investments, including investments managed by the fund’s investment adviser

● maintain records relating to the fund’s securities lending activity and provide to the fund a monthly statement describing, among other things, the loans made during the period, the income derived from the loans (or losses incurred) and the amounts of any fees or payments paid with respect to each loan

Item 18. Recovery of Erroneously Awarded Compensation.

(a) Not applicable.

(b) Not applicable.

Item 19. Exhibits.

(a)	Code of Ethics . Filed herewith.
(2)	Not applicable to this filing on Form N-CSR.
(3)	Certification pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes – Oxley Act of 2002 . Filed herewith.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 .
Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SPROTT FOCUS TRUST
By:	/s/ Thomas W. Ulrich
	Thomas W. Ulrich, President (Principal Executive Officer)
Date:	March 10, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Thomas W. Ulrich
	Thomas W. Ulrich, President (Principal Executive Officer)
Date:	March 10, 2025

By:	/s/ Varinder Bhathal
	Varinder Bhathal, Treasurer (Principal Financial Officer)
Date:	March 10, 2025

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