SAM USA is an investment advisory firm with its principal place of business in Darien, Connecticut and
was founded in 2005. SAM USA is owned by Sprott U.S. Holdings, Inc., a subsidiary of Sprott Inc., a
Canadian public company. SAM USA was registered with the SEC as an investment adviser on February
7, 2006. SAM USA also has offices in Carlsbad, California, and New York, New York.
Advisory Services
SAM USA provides investment advisory services on both a discretionary and non-discretionary
basis to its clients, which include individuals and institutions with separately managed accounts
(collectively, “Managed Account Clients”) and registered and private funds (the “Funds”, and together
with the Managed Account Clients, the “Clients”). The Adviser’s investment advisory services include
sourcing, evaluating, negotiating, overseeing, managing and disposing of investments in the natural
resources industry. The Adviser tailors its advisory services in accordance with each Client’s investment
strategy as disclosed in the relevant investment documents. Further specific details of the Adviser’s
advisory services are set forth in each Managed Account Client’s respective advisory agreement and
each Fund’s respective governing and operating agreements (each, an “Advisory Agreement”). Investors
participate in the overall investment program for the applicable platform but could be excused from a
particular investment in certain circumstances due to legal, regulatory or other applicable constraints.
Advisory Services to Managed Account Clients
For retail Managed Account Clients, SAM USA offers a number of retail platforms as well as a program
tailored to Managed Account Clients’ individual needs, each as explained in further detail below.
SAM USA’s Retail Platforms
Sprott Global Gold Separately Managed Account: The Sprott Global Gold Separately Managed Account
strategy seeks to outperform the overall gold market in all market conditions by employing a value-
oriented approach across the investment cycle. Investment decisions are based on relative valuation of
the company; management strength and credibility; knowledge of jurisdiction; thorough understanding
of risk-factors; how the diversification compliments existing holdings; liquidity; and the company’s
industry viability.
Sprott Rule Managed Account Separately Managed Account: The Sprott Rule Managed Account strategy
aims to provide investors and speculators with capital gains, in a focused natural resource cycle, across
the investment cycle. The investment manager invests in the publicly traded debt and equity securities
of companies listed in Australia, Canada, Great Britain, and the United States, focused on natural
resources using a “bottoms up” investment selection process, focused on financial, geological, and
engineering factors, using a contrarian approach. The manager anticipates that most of the portfolio will
be invested in micro and small cap companies, but market opportunities in mid-cap and large cap
investments are also expected to be made strategically. Following the departure of portfolio manager
Arthur Richards Rule IV, the Sprott Rule Managed Account is managed by the investment committee of
SAM USA (“Investment Committee”). On May 20, 2021, Rule Advisors was engaged as the sub-adviser
to the Sprott Rule Managed Account, and consequently, Mr. Rule resumed discretionary investment
management activities and certain solicitation activities on behalf of the Sprott Rule Managed Account.
The Adviser notes that registration with the SEC as an investment adviser does not imply a certain level
of skill or training.
Sprott Silver Strategy Separately Managed Account: The Sprott Silver Strategy Separately Managed
Account seeks to achieve long-term capital growth by investing primarily in equity securities of
companies directly or indirectly involved in the exploration, mining, production and/or distribution of
silver bullion. The strategy can also invest in silver bullion ETFs (exchange traded funds). To achieve
the strategy’s investment objective, the investment management team will employ fundamental analysis
to seek to identify securities with superior investment opportunities that have the potential for capital
appreciation over the long-term. This involves seeking out undervalued companies backed by strong
management teams and solid business models that can benefit from macro-economic trends.
Sprott Real Asset Value+ Strategy: The Sprott Real Asset Value+ Strategy is an actively managed
strategy that seeks to achieve long-term capital appreciation by investing in securities of businesses that
that generate high return on shareholders’ capital and are involved in the production, operations,
financing, or otherwise in the supply chain of, tangible real assets. The Sprott Real Asset Value+ Strategy
will focus on strategic allocations to the agribusiness, energy, and mining sectors.
Sprott Resource Alpha Separately Managed Account: The Sprott Resource Alpha Separately Managed
Account Strategy aims to deliver a risk adjusted return through long-term capital appreciation for
investors by establishing equity holdings in companies exploring, developing or producing commodities,
with a focus on companies that have consistently delivered, or are expected to deliver, the highest quartile
operating margins in their respective industries.
Diversified Resource: The Diversified Resource platform offers broad exposure to exploration,
development, and production companies operating in a variety of resource-based sectors utilizing a
value-oriented approach.
Resource Income: The Resource Income platform invests primarily in mid-to-large capitalization
resource companies and utilizes put and covered call option writing strategies to seek to enhance income.
Precious Metals: The Precious Metals platform invests in securities of companies with producing or
development stage gold, silver, or platinum group metals deposits. The program can also invest in
physical bullion.
SAM USA’s Individualized Program
The respective portfolio manager(s) will construct a portfolio of resource and precious-metal related
investments including but not limited to companies in the exploration, development and production
stages. The portfolio investments will be individualized in accordance with the Managed Account
Client’s risk diversification preference, as determined by the selected investment objective(s) and the
desired percentage of the portfolio to be allocated to such investment objective(s). Such investment
objectives and expectations will be included in an Advisory Agreement between the Managed Account
Client and the respective portfolio manager. This program could apply to either retail or institutional
accounts and is specifically tailored to the needs of the Client on an individualized basis.
SAM USA Family Office:
SAM USA Family Office is a marketing name for SAM USA. The investment strategy is an asset
allocation model which attempts to preserve capital, compound wealth and diversify Client portfolios
using both Sprott products and general securities. Sprott products are expected to be roughly one-half
of the assets but SAM USA does not charge a management fee on these products. Sprott Focus Trust is
utilized as a diversified value portfolio. The Sprott Resource Lending And Opportunities Fund could be
used for a fixed income allocation, if appropriate for the individual client. Typically an allocation is
made towards physical precious metals through a Sprott product. With regards to general securities, the
portfolio manager will seek general securities with low financial leverage, high returns on investment
capital and out of favor pricing. Real estate could be a part of a recommendation in the portfolios, as
appropriate. Both a Top-Down asset allocation model and Bottom-Up analysis will be utilized in seeking
out investments, with a heavy emphasis on hard assets, or inflation protected
assets and seeking out
inflation protected yield.
Advisory Services to Private Funds
SAM USA Private Funds
SAM USA is the investment manager of three private funds that are part of a master-feeder fund
(collectively, the “Sprott Hathaway Fund”): (1) Sprott Hathaway Special Situations Master Fund, LP,
(the “Master Fund”) a Cayman Island exempted limited partnership; (2) Sprott Hathaway Special
Situations Fund (US), LP (the “US Feeder”), a limited partnership established under the laws of
Delaware for taxable U.S. investors; and (3) Sprott Hathaway Special Situations Fund (Cayman) Ltd., a
Cayman Islands exempted company for U.S. tax-exempt and non-U.S. investors (the “Cayman Feeder”).
Each of the US Feeder and Cayman Feeder invests substantially all of their assets in the Master Fund.
The investment objective of the Sprott Hathaway Fund is to seek long-term capital appreciation. SAM
USA seeks to achieve its investment objective primarily by investing in securities of mining companies
located throughout the world, in both developed and emerging markets, that explore for metals, develop
precious metal resources, build mines, and operate mines with special emphasis on likely takeover
candidates. Such companies are most likely to be small to mid-cap companies that could be accretive to
major mining companies because of the wide gap in valuation between larger and mid to small cap
securities.
SAM USA is the investment manager of two private funds that are part of a mini-master fund
(collectively, the “Sprott Physical Commodities Fund or the SPC Fund”): (1) Sprott Physical
Commodities Master Fund, LP, (the “SPC Master Fund”) a Delaware limited partnership established
under the laws of Delaware for taxable U.S. investors; (2) Sprott Physical Commodities Offshore Fund
(SPC Cayman) Ltd., a Cayman Islands exempted company for U.S. tax-exempt and non-U.S. investors
(the “Cayman Feeder”). The SPC Cayman Feeder invests substantially all of their assets in the Master
Fund.
SAM USA serves as the investment adviser to Resource Exploration and Development Private
Placement LP (the “RED Fund”), a limited partnership established under the laws of Delaware, and
Resource Exploration and Development Private Placement QP LP (the “RED QP Fund”), a limited
partnership established under the laws of Delaware, available to investors who meet the SEC
requirements for Qualified Clients. The Investment Committee collectively serves as the investment
manager to the RED Fund and RED QP Fund. The investment objectives of the RED Fund and RED QP
Fund are to achieve capital appreciation primarily through the successful origination and participation of
private placement investments in companies engaged in exploring, developing, and producing natural
resources and participating in publicly traded equity securities issued by such companies. Investments
between the RED Fund and RED QP Fund are allocated pari passu. Investors in the RED Fund and the
RED QP Fund participate in the overall investment program for each Fund but could be excused from a
particular investment in certain circumstances due to legal, regulatory or other applicable constraints.
SAM USA serves as the investment adviser to Sprott Energy Transition Materials Fund LP (the “STEM
Fund”), a limited partnership established under the laws of Delaware. The investment objective is to seek
to achieve capital appreciation by primarily investing in equity securities of companies that are directly
or indirectly involved in the exploration, production, distribution or recycling of metals and raw materials
essential to the transition to a less carbon intensive economy. These materials are used in the products
and processes enabling the energy transition from fossil fuels to cleaner energy sources and technologies
and include (but not limited to) cobalt, copper, graphite, lithium, nickel, rare earth materials and uranium.
With respect to each of the Sprott Hathaway Fund, SPC Fund, RED Fund, RED QP Fund, and STEM
Fund, the Adviser has not yet entered, but could in the future enter, into side letters or other similar
agreements with certain investors that have the effect of establishing rights under, supplementing or
altering a Fund’s Advisory Agreement. Such rights or alterations could be regarding economic terms,
fee structures, excuse rights, information rights, co-investment rights (including the provision of priority
allocation rights to limited partners who have capital commitments in excess of certain thresholds to one
or more Funds), or transfer rights. As a result of such rights, certain limited partners in the same Fund
could experience different returns or have access to information to which other limited partners do not
have access. A limited partner’s co-investment rights under a side letter could result in fewer co-
investment opportunities or limited allocations provided to other limited partners. For the most part, any
rights established, or any terms altered or supplemented will govern only the investment of the specific
investor and not the terms of a Fund as a whole. However, certain additional rights have the effect of
increasing the expenses borne by a Fund or its limited partners not party to the particular side letter,
including for example with respect to costs incurred in providing a limited partner additional information
or reporting. Certain such additional rights but not all rights, terms or conditions will likely be elected
by certain sizeable investors with “most favored nations” rights pursuant to a Fund’s Advisory
Agreement. In addition, the Adviser will generally make such side letters relating to a particular Fund
available to all limited partners of such Fund.
In certain situations, an institutional caliber investor could establish a separately managed account which
could, in most aspects, mirror one of the Fund’s investment strategies with a higher minimum investment,
typically $10 million dollars though such amount could be reduced with the prior agreement of the
Adviser, subject to applicable legal requirements.
The information provided above about the investment advisory services provided by the Adviser is
qualified in its entirety by reference to each Client’s Advisory Agreement.
Advisory Services to Registered Funds
SAM USA previously served as the investment advisor to the Sprott ESG Gold ETF (“SESG”).
SESG has closed, all its assets have been liquidated.
SAM USA serves as the adviser to Sprott Focus Trust, Inc. (“Sprott Focus Trust”), a closed-end
diversified management investment company whose shares of common stock are listed and traded
on the Nasdaq National Market. Sprott Focus Trust’s investment goal is long-term capital growth,
which it seeks by normally investing at least 65% of its assets in equity securities.
SAM USA serves as the adviser to Sprott Gold Equity Fund, an open-end mutual fund whose
Investor Class A and Institutional Class I shares are listed and traded on the Nasdaq National
Market. Sprott Gold Equity Fund’s investment goal is long-term capital appreciation, which it seeks
by investing at least 80% of its net assets, plus borrowings for investment purposes, in gold and
other precious metals and securities of companies located throughout the world that are engaged in
mining or processing gold.
SAM USA also is employed as a sub-adviser to three EU funds and an associated Cayman fund,
advised by Sprott Asset Management LP. They employ an investment strategy similar to the Sprott
Gold Equity Fund, with specific mandates according to the investment parameters set out by each
fund.
Investment Restrictions
Clients are generally not permitted to impose restrictions on investing in either certain securities or
certain types of securities.
SAM USA’s Assets Under Management (as of December 31, 2023):
Discretionary - Retail $ 933,747,180
Non-Discretionary - Retail $ 227,304,441
Discretionary - Private Funds
Discretionary – Public Funds
$ 144,508,986
$ 3,294,990,699
Total: $ 4,600,551,307