SecProbe.io

CORRESP
1
filename1.htm

January
10, 2024

Christopher
Bellacicco

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GraniteShares
    ETF Trust; File Nos. 811-23214, 333-214796

Dear
Mr. Bellacicco:

On
November 22, 2023, GraniteShares ETF Trust (the “Trust” or “Registrant”) filed a Registration Statement under
the Securities Act of 1933 and the Investment Company Act of 1940 (the “1940 Act”) on Form N-1A on behalf of GraniteShares
1.5x Long AAL Daily ETF, GraniteShares 1x Short AAL Daily ETF, GraniteShares 1.5x Short AAL Daily ETF, GraniteShares 1x Short AAPL Daily
ETF, GraniteShares 1.5x Short AAPL Daily ETF, GraniteShares 1.75x Short AAPL Daily ETF, GraniteShares 1x Short AMD Daily ETF, GraniteShares
1.25x Short AMD Daily ETF, GraniteShares 1x Short COIN Daily ETF, GraniteShares 1.5x Short COIN Daily ETF, GraniteShares 1.5x Long JPM
Daily ETF, GraniteShares 1x Short JPM Daily ETF, GraniteShares 1.5x Short JPM Daily ETF, GraniteShares 1.5x Long LCID Daily ETF, GraniteShares
1x Short LCID Daily ETF, GraniteShares 1.5x Short LCID Daily ETF, GraniteShares 1x Short META Daily ETF, GraniteShares 1.5x Short META
Daily ETF, GraniteShares 1x Short NVDA Daily ETF, GraniteShares 1.5x Short NVDA Daily ETF, GraniteShares 1.5x Long RIVN Daily ETF, GraniteShares
1x Short RIVN Daily ETF, GraniteShares 1.5x Short RIVN Daily ETF, GraniteShares 1.75x Long TSLA Daily ETF, GraniteShares 1.5x Long TSLA
Daily ETF, GraniteShares 1.25x Short TSLA Daily ETF, GraniteShares 1.5x Short TSLA Daily ETF, GraniteShares 1.75x Short TSLA Daily ETF,
GraniteShares 1.5x Long XOM Daily ETF, GraniteShares 1x Short XOM Daily ETF, GraniteShares 1.5x Short XOM Daily ETF(the “Funds”).

The
Trust has revised the disclosure in the Fund’s prospectus and statement of additional information in response to comments given
by you via telephone to Matthew Tobin on January 8, 2024. 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.

Comment
1. Please apply comments to other applicable disclosures as needed.

Response:
The revisions will be applied as needed throughout the amendment.

Comment
2. Please provide staff with hypothetical value at risk calculations demonstrating how each fund that is revising its leverage factor
anticipates being able to achieve its objective while remaining in compliance with the value at risk test under Rule 18(f) 4. Please
also supplementally disclose whether any fund is changing its designated reference portfolio in connection with the changes in leverage.

    Page 2

Response:
Details have been provided in Appendix A of this document.

Comment
3. Under “Fund Fees and Expenses” in the Example cost of investing table, 1 and 3-year example costs are provided. As
the 1.25x Long TSLA fund has launched it no longer appears to be “new fund” within the meaning of instruction 6 item 3 of
form N-1A. please provide examples of 5 and 10 years as well.

Please
apply this comment to the other funds that have launched as well (2x Long NVDA, 2x Long AAPL, 2x Long COIN, 2x Long BABA and 2x Long
META).

Response:

The
following table has been added to the registration for the following funds: 1.25x Long TSLA, 2x Long NVDA, 2x Long AAPL, 2x Long COIN,
2x Long BABA and 2x Long META

    1 Year
    3 Years
    5 Years
    10 Years

    $ 117
    $ 365
    $ 634
    $ 1,403

Please
see the attached prospectus with completed expense examples for each applicable fund.

Comment
4. The staff notes that the reference to Cowen Financial Products LLC (“Cowen”) as swap counterparty has been deleted
from the prior filing. If a fund’s exposure to any counterparty is material please identify the counterparty in the prospectus
and file the agreement with the counterparty as an exhibit. For such counterparties, if applicable, disclose (1) that the counterparty
is subject to the information requirements of the exchange act and in accordance with such requirements files reports and other information
with the SEC, and (2) the name of any national securities exchange on which the counterparties’ securities are listed stating that
reports (and where the counterparty is subject to sections 14(a) and 14(c) of the Exchange Act proxy and information statements) and
other information concerning the counterparty can be inspected at such exchanges. If the foregoing is not applicable, please advise how
investors will be provided with similar information. Additionally, for any counterparties that are subsidiaries of publicly traded companies
for which there is sufficient market interest and publicly available information please disclose whether the depth of such counterparties
will be recourse to the parent.

Response:
The reference to Cowen as a swap counterparty has been reinserted. Please see revised prospectus attached.

Comment
5. Under the performance information section on page 11, please confirm that the bar chart will be included in the 485(b) amendment
filing as the fund will have returns for at least one (1) calendar year at the time of effectiveness.

    Page 3

Response:
The appropriate bar charts and performance tables have been added. Please see attached revise d prospectus.

Comment
6. On page 28 regarding the 2x Long BABA Daily ETF, as previously discussed with the fund, the staff raised concerns over the availably
and level of information for investors regarding the underlying issuer whose returns the GraniteShares 1.75x Long BABA ETF Daily ETF
seeks to lever. Many private and foreign companies do not have the same information provided to investors which potential investors may
rely on to make informed decisions. The staff continues to have the same concerns about the appropriateness of such an underlying issuer
for a single stock ETF. Please consider the appropriateness of such underlying issuer/any actions to take.

Response:
The Registrant notes the Staff’s comment and concern. The Registrant believes that continuing to operate the Fund is in the
best interest of the Fund’s shareholders at this time. The Registrant and the Fund’s Board of Trustees will continue to consider
the Fund and its operations in light of the Staff’s concerns.

Comment
7. On pages 36 and 61 in the fee table, footnote #1 states (1) Other Expenses are estimated for the Fund’s initial fiscal
year. Please delete this footnote since the fund has launched and since the fund is no longer a new fund under Item 3 of form N-1A.

Response:
The requested deletion has been made. Please see the attached revised prospectus.

Comment
8. On page 128 before table 3, there is an incomplete sentence that states: Movement of an underlying stock beyond the range noted
below will result in exposure further from a Leveraged Long Fund’s daily

The
last filing had a sentence that ended with “leveraged investment objective.” Please replace the missing language.

Response:
The sentence has been completed.

Comment
9. Page 132 states in part: The foregoing table is intended to isolate the effect of underlying stock volatility and underlying
stock performance on the return of the 1.5x Leveraged Long Fund and is not a representation of actual returns. For example, a 1.5x Leveraged
Long Fund may incorrectly be expected to achieve a 30% return on a yearly basis if the underlying stock return were 20%, absent the effects
of compounding. As the table shows, with underlying stock volatility of 50%, a 1.5x Leveraged Long Fund could be expected to return 19.8%
under such a scenario. A 1.5x Leveraged Long Fund’s actual returns may be significantly better or worse than the returns shown
above as a result of any of the factors discussed above or in “Principal Risks — Correlation Risk” below. Please
delete this paragraph as there are no longer any 1.5x funds and it is inapplicable.

Response:
The paragraph has been deleted.

    Page 4

Comment
10. Please incorporate substantive comments from the other filing as applicable.

Response:
The revisions will be applied as determined by the Registrant throughout the amendment.

Comment
11. Please review and fix as necessary the following typographical errors:

a.
Page 283 states: An investment in Fund B would be expected to gain + 10 % on Day 1 ( 200 % of
6%) but lose 9. 52 % on Day 2. It should say 5% not 6%.

b.
Page 288 states: An investment in Fund A would be expected to gain 6% on Day 1 and lose 4.76% on Day 2 to return to its original value.
This should say 5% not 6%.

c.
Page 298 states: The hypothetical return for the 10-trading day period is 4353 %. This should say 43.53%.

d.
Page 306 states: In the graph below, areas shaded red (or dark gray) represent those scenarios where a -1.5x Inverse Fund can be expected
to return less than -1.5% of the performance. This should say -150%.

e.
Page 307 states: In the graph below, areas shaded red (or dark gray) represent those scenarios where a -1.75x Inverse Fund can be
expected to return less than -1.75% of the…
This should be 175%.

f.
Page 308 states: In the graph below, areas shaded red (or dark gray) represent those scenarios where a -2x Inverse Fund can be expected
to return less than -2% of the performance.
This should be -200%.

Response:
The comments above have been incorporated. Please see the revised prospectus attached.

*	*	*	*	*

If
you have any questions or additional comments, please call the undersigned at 216-566-5706.

    Very
    truly yours,

    /s/
    Andrew Davalla

    Andrew
    Davalla

    Page 5

Appendix
A – VAR Analysis

    Page 6

Underlying
Security: AAL

    Page 7

Underlying
Security: AAPL

    Page 8

Underlying
Security: AMZN

    Page 9

Underlying
Security: AMD

    Page 10

Underlying
Security: BABA

    Page 11

Underlying
Security: COIN

    Page 12

Underlying
Security: DIS

    Page 13

Underlying
Security: F

    Page 14

Underlying
Security: GOOGL

    Page 15

Underlying
Security: JPM

    Page 16

Underlying
Security: LCID

    Page 17

Underlying
Security: META

    Page 18

Underlying
Security: NVDA

    Page 19

Underlying
Security: PLTR

    Page 20

Underlying
Security: RIVN

    Page 21

Underlying
Security: TSLA

    Page 22

Underlying
Security: UBER

    Page 23

Underlying
Security: XOM

AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY [19], 2024

1933
ACT FILE NO. 333-214796

1940
ACT FILE NO. 811-23214

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
N-1A

485BPOS

    REGISTRATION STATEMENT
    UNDER THE SECURITIES ACT OF 1933
    ☒

    Pre-Effective Amendment
    No.
    ☐

    Post-Effective
    Amendment No. 44
    ☒

    and/or

    REGISTRATION STATEMENT
    UNDER
    ☒

    THE INVESTMENT COMPANY
    ACT OF 1940

    Amendment
    No. 47

GraniteShares
ETF Trust

(Exact
Name of Registrant as Specified in Charter)

REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE: (844) 476-8747

William
Rhind

GraniteShares ETF Trust

222 Broadway, 21st Floor

New York, New York 10038

(Name and Address of Agent for Service)

Copies
to:

Andrew J. Davalla

Thompson
Hine LLP

41
South High Street, Suite 1700

Columbus,
Ohio 43215

Approximate
Date of Proposed Public Filing:

It
is proposed that this filing will become effective (check appropriate box)

     ☒
    immediately upon filing
    pursuant to paragraph (b)

    ☐
    on (date) pursuant to paragraph
    (b)

     ☐
    60 days after filing pursuant
    to paragraph (a)(1)

    ☐
    on (date) pursuant to paragraph
    (a)(1)

    ☐
    75 days after filing pursuant
    to paragraph (a)(2)

    ☐
    on (date) pursuant to paragraph
    (a)(2) of Rule 485

If
appropriate, check the following box:

    ☐
    This post-effective amendment
    designates a new effective date for a previously filed post-effective amendment

GRANITESHARES
FUNDS

Prospectus

August
03, 2023

as
revised January 22, 2024

    GRANITESHARES
    FUNDS

    TICKER
    SYMBOL

    GraniteShares
    2x Long AAL Daily ETF1

    AALL

    GraniteShares
    1x Short AAL Daily ETF

    AALS

    GraniteShares
    2x Short AAL Daily ETF2

    ALSD

    GraniteShares
    1x Short AAPL Daily ETF

    APLI

    GraniteShares
    1.5x Short AAPL Daily ETF

    APSS

    GraniteShares
    2x Short AAPL Daily ETF3

    APSD

    GraniteShares
    1x Short AMD Daily ETF

    AMDS

    GraniteShares
    2x Short AMD Daily ETF4

    AMSS

    GraniteShares
    1x Short COIN Daily ETF

    CONI

    GraniteShares
    2x Short COIN Daily ETF5

    CONS

    GraniteShares
    2x Long JPM Daily ETF6

    JPML

    GraniteShares
    1x Short JPM Daily ETF

    JPMI

    GraniteShares
    2x Short JPM Daily ETF7

    JPMS

    GraniteShares
    2x Long LCID Daily ETF8

    LCDL

    GraniteShares
    1x Short LCID Daily ETF

    LCDI

    GraniteShares
    2x Short LCID Daily ETF9

    LCDD

    GraniteShares
    1x Short META Daily ETF

    METY

    GraniteShares
    2x Short META Daily ETF10

    FBIS

    GraniteShares
    1x Short NVDA Daily ETF

    NVDI

    GraniteShares
    2x Short NVDA Daily ETF11

    NVD

    GraniteShares
    2x Long RIVN Daily ETF12

    RVNL

    GraniteShares
    1x Short RIVN Daily ETF

    RVNI

    GraniteShares
    2x Short RIVN Daily ETF13

    RVND

    GraniteShares
    2x Long TSLA Daily ETF14

    TSLR

    GraniteShares
    1.5x Long TSLA Daily ETF

    TSLC

    GraniteShares
    1.25x Short TSLA Daily ETF

    TSS

    GraniteShares
    2x Short TSLA Daily ETF15

    TSDD

    GraniteShares
    1.75x Short TSLA Daily ETF

    TSSD

    GraniteShares
    2x Long XOM Daily ETF16

    XOML

    GraniteShares
    1x Short XOM Daily ETF

    XOMI

    GraniteShares
    2x Short XOM Daily ETF17

    XOMD

1 The
                                            Fund was previously named the “GraniteShares 1.5x Long AAL Daily ETF”.

2 The
                                            Fund was previously named the “GraniteShares 1.5x Short AAL Daily ETF”.

3 The
                                            Fund was previously named the “GraniteShares 1.75x Short AAPL Daily ETF”.

4 The
                                            Fund was previously named the “GraniteShares 1.25x Short AMD Daily ETF”.

5 The
                                            Fund was previously named the “GraniteShares 1.5x Short COIN Daily ETF”.

6 The
                                            Fund was previously named the “GraniteShares 1.5x Long JPM Daily ETF”.

7 The
                                            Fund was previously named the “GraniteShares 1.5x Short JPM Daily ETF”.

8 The
                                            Fund was previously named the “GraniteShares 1.5x Long LCID Daily ETF”.

9 The
                                            Fund was previously named the “GraniteShares 1.5x Short LCID Daily ETF”.

10 The
                                            Fund was previously named the “GraniteShares 1.5x Short META Daily ETF”.

11 The
                                            Fund was previously named the “GraniteShares 1.5x Short NVDA Daily ETF”.

12 The
                                            Fund was previously named the “GraniteShares 1.5x Long RIVN Daily ETF”.

13 The
                                            Fund was previously named the “GraniteShares 1.5x Short RIVN Daily ETF”.

14 The
                                            Fund was previously named the “GraniteShares 1.75x Long TSLA Daily ETF”.

15 The
                                            Fund was previously named the “GraniteShares 1.5x Short TSLA Daily ETF”.

16 The
                                            Fund was previously named the “GraniteShares 1.5x Long XOM Daily ETF”.

17 The
                                            Fund was previously n