SecProbe.io

CORRESP
1
filename1.htm

August
29, 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 (the “Trust” or the “Registrant”) File Nos. 333-214796, 811-23214

Dear
Mr. Bellacicco:

On
June 25, 2024, GraniteShares ETF Trust (the “Trust” or “Registrant”), on behalf of its series, GraniteShares
1.25x Long TSLA Daily ETF, GraniteShares 2x Long NVDA Daily ETF, GraniteShares 2x Long COIN Daily ETF, GraniteShares 2x Long BABA Daily
ETF, GraniteShares 2x Long META Daily ETF, GraniteShares 2x Long GOOGL Daily ETF, GraniteShares 2x Long AMZN Daily ETF, GraniteShares
2x Long AAPL Daily ETF, GraniteShares 2x Long MSFT Daily ETF, GraniteShares 2x Long AMD Daily ETF, GraniteShares 2x Long PLTR Daily ETF,
GraniteShares 2x Long UBER Daily ETF, GraniteShares 2x Long DIS Daily ETF and GraniteShares 2x Long F Daily ETF (each a “Fund”
and collectively, the “Funds”) filed a post-effective amendment 45 to the Trust’s registration statement (the “Amendment”).
The Amendment was filed pursuant to Rule 485(a)(1) under the Securities Act of 1933, as amended, to register shares of the Funds. On
August 8, 2024, you provided comments by phone to Abigail Ophir.

Set
forth below are your comments, as we understand them, followed by responses to those comments, which the Registrant has authorized Thompson
Hine LLP to make on its behalf. Where appliable, 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.

GENERAL
COMMENTS

Comment
1: (GraniteShares 2x Long BABA Daily ETF only) As previously discussed with the Fund, the Staff is concerned over the availability
and level of information for investors regarding the underlying issuer whose returns the GraniteShares 2x Long BABA 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 informative 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 an underlying issuer and any actions to take.

Response:
The Registrant notes the Staff’s concern regarding the Fund in question and notes that the Trustees and management will continue
to evaluate the Fund and its disclosures.

August
29, 2024

Page
2

SUMMARY
PROSPECTUS

All
Funds

Fund
Fees and Expenses

Comment
2: With respect to footnote 2 to the fee table, please confirm the expense limitation agreement will be in place for at least one
year after the date of the Prospectus.

Response:
The Registrant confirms that the expense limitation agreement will be in place until December 31, 2025. The registration has been amended
accordingly.

Principal
Investment Strategies

Comment
3. With respect to the first sentence in the first paragraph, please add disclosure clarifying how the Fund would obtain direct exposure
in the Underlying Stock. For example, will the Fund pull the Underlying Stock directly if the call option purchased and/or the put options
sold are assigned.

Response:
The registration statement has been amended to indicate that the Fund may purchase the Underlying Stock directly. Please see the revised
prospectus attached hereto.

Comment
4. With respect to the same paragraph, please disclose that the notional amount covered by the swaps or the exposure covered by any
combination of swaps, Underlying Stock, and purchased all/sold puts, will equal, and not exceed 1.25x or 2x the net asset value with
only the minimum exceptions.

Response:
The requested revisions have been made (example below). Please see the revised prospectus.

At
the end of each trading day, the notional exposure against the Underlying Stock obtained through the combination of these instruments
will be approximately 125% of the Fund’s net asset value.

Comment
5. With respect to the Swaps strategy, please add disclosure clarifying how much of the assets will be allocated to the swap, i.e.,
leverage strategy and how much will be allocated to the options strategy.

Response:
The disclosure has been revised as follows

The
Fund will aim to primarily obtain its notional exposure against the Underlying Stock through swap agreements. In case the Fund faces
restriction in increasing its swap notional exposure, it may use option contracts on the Underlying Stock as well as buy the Underlying
Stock directly.

Comment
6. With respect to the Options strategy, please add a disclosure clarifying (a) what the expirations will be for such options, (b)
what determines the strike price at which the Fund is willing to purchase a call and sell a put, and (c) what the Fund will do if an
option is assigned and the Fund holds the Underlying Stock directly.

August
29, 2024

Page
3

Response:
The disclosure has been revised as follows:

The
Fund may either buy deep in-the-money call option contracts, or simultaneously buy an at-the-money call option contract and sell an at-the-money
put option contract. All option contracts bought and sold will be against the Underlying Stock. The Fund will pay the premium for each
call option contract bought and receive the premium for each put option sold. The Fund’s participation in potential changes in
the price of the Underlying Stock is based on the price of the Underlying Stock at the time the Fund buys the call and sells the put
option contract, the strike price of the call (put) option contract and the Underlying Stock price at the time of the contract’s
expiration. The maturity of the option contact bought and sold may vary from 1-week to 1-month.

Comment
7. With respect to the third sentence in the first paragraph under the Options strategy, please clarify the following language “…the
Fund buys (sells) the call (put) option contract…” and whether it is attempting to use shorthand to say, “buy the
call or sell the put option contract.”

Response:
The disclosure has been revised. Please see response to Comment 6 above.

Comment
8. With respect to the second paragraph under the Options strategy, please disclose whether the Fund expects such purchased calls
and sold puts to have the same strike price notional amount and expiration date in all cases such that the options form a “synthetic
long position” or whether they expect to vary any of these terms. Note that the Staff might have additional comments.

Response:
The disclosure has been revised as follows

The
Fund may either buy deep in-the-money call option contracts, or simultaneously buy an at-the-money call option contract and sell an at-the-money
put option contract (a strategy generally referred to as synthetic forward). All option contracts bought and sold will be against the
Underlying Stock.

Comment
9. With respect to the Options strategy generally, please add disclosure to the strategy clarifying whether when financial products
also serve as the counterparty for the options into which the Fund may enter and whether there will be other counterparties as well.

Response:
As disclosed under the second paragraph under Option strategy, the Fund will buy/sell option cleared by the OCC only. The Adviser does
not intend to buy/sell options trading OTC.

August
29, 2024

Page
4

Principal
Risks of Investing in the Fund

Comment
10. With respect to the last sentence of the Options Contracts Risk, please disclose in the strategy whether these options involve
cash settlements or physical settlements.

Response:
The following disclosure has been added:

If
the Fund sells non-cash settled options contracts, it would be obligated to receive shares of the Underlying Stock when the option is
exercised. Consequently, there is a risk that the Fund may have to physically acquire the Underlying Stock shares at the strike price,
which could result in the Fund holding the Underlying Stock, and an asset that has declined in value. It the notional exposure obtained
through option contracts should at most represent be equal to the Fund’s Daily Leverage Factor times the Fund’s net asset
value.

Comment
11. With respect to the Options Contracts Risk, please add disclosure clarifying whether the options will serve a purpose beyond
creating a synthetic long position designed to create an overall 1.25x or 2x leverage.

Response:
The following disclosure has been added:

The
level of exposure obtained through option contracts should at most be equal to the Fund’s Daily Leverage Factor times the Fund’s
net asset value.

ADDITIONAL
INFORMATION ABOUT THE FUNDS’ INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

Principal
Investment Strategies

Comment
12. With respect to GraniteShares 1.25x Long TSL Daily ETF under Leveraged Long Funds, please disclose in the third paragraph that
the Fund may invest in the Underlying Stock directly.

Response:
The requested revisions had been made. Please see the revised prospectus attached.

STATEMENT
OF ADDITIONAL INFORMATION

Comment
13. With respect to “ACCEPTANCE OF ORDERS OF CREATION UNITS” subsection under “Purchase and Issuance of Shares
in Creation Units,” please delete the statement that the Trust “reserves the absolute right to reject or suspend an order
for creation units, if” “(d) the acceptance of the Deposit Securities would have certain adverse tax consequences to the
Fund”… and “(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.”

The
Staff recognizes that the disclosure in question maybe derived from the statements related to prior exemptive relief obtained by ETFs.
However. in connection with the proposal and adoption of Rule 6(c)-11, the Commission stated its belief that “ETF generally may
suspend the issuance of creation units only for a limited time and only due to extraordinary circumstances such as when the markets on
which the ETFs portfolio holdings are traded are closed for a limited period of time.” (ETF Release #33-10515 pgs. 67-68 June 28,
2018). In adopting the Rule, the Commission further noted that “if a suspension of creations impairs the arbitrage mechanism, it
could lead to significant deviation between what retail investors pay or receive in the secondary market and the ETFs approximate net
asset value. such a result would run counter to the basis or relief for Section 22(d) and Rule 22(c)-1 and therefore, would be inconsistent
with Rule 6(c)-11.” (ETF Release 33-10695 pg. 59 September 25, 2019). While the Staff recognizes that in certain limited circumstances
ETFs may have a sound basis for rejecting individual creation orders, the Staff believes that the disclosure in question is sufficiently
broad to run counter to the Commission’s position to the extent the rejection of orders would effectively result in the suspension
of creations.

Response:
The disclosure has been revised as requested.

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

    Very
    truly yours,

    /s/
    Andrew Davalla

    Andrew
    Davalla

GRANITESHARES
FUNDS

Prospectus

October
28, 2023, revised January 18, 2024

as revised [  ], 2024

    GRANITESHARES
    FUNDS

    TICKER
    SYMBOL

    GraniteShares
    1.25x Long TSLA Daily ETF

    TSL

    GraniteShares
2x Long NVDA Daily ETF

    NVDL

    GraniteShares
    2x Long COIN Daily ETF

    CONL

    GraniteShares
    2x Long BABA Daily ETF

    BABX

    GraniteShares
    2x Long META Daily ETF

    FBL

    GraniteShares
    2x Long GOOGL Daily ETF

    GOOL

    GraniteShares
    2x Long AMZN Daily ETF

    AMZZ

    GraniteShares
    2x Long AAPL Daily ETF

    AAPB

    GraniteShares
    2x Long MSFT Daily ETF

    MSFL

    GraniteShares
    2x Long AMD Daily ETF

    AMDL

    GraniteShares
    2x Long PLTR Daily ETF

    PTIR

    GraniteShares
    2x Long UBER Daily ETF

    UBRL

    GraniteShares
    2x Long DIS Daily ETF

    DISL

    GraniteShares
    2x Long F Daily ETF

    FORL

The
Securities and Exchange Commission and Commodity Futures Trading Commission have not approved or disapproved these securities or passed
upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

GraniteShares
Funds are advised by GraniteShares Advisors LLC.

The
Funds seek daily leveraged investment results and are intended to be used as short-term trading vehicles. Each Fund attempts to provide
daily investment results that correspond to the respective long leveraged multiple of the performance of an underlying stock (each a
Leveraged Long Fund).

The
Funds are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios.
The Funds are very different from most mutual funds and exchange-traded funds. Investors should note that:

    1

(1)
The Leveraged Long Funds pursue daily leveraged investment objectives, which means that the Funds are riskier than alternatives that
do not use leverage because the Funds magnify the performance of their underlying stock.

(2)
Seeking to replicate daily performances of an underlying stock means that the return of a Fund for a period longer than a full trading
day will be the product of a series of daily returns for each trading day during the relevant period.

As
a consequence, especially in periods of market volatility, the volatility of the underlying stock may affect a Fund’s return as
much as, or more than, the return of the underlying stock. Further, the return for investors that invest for periods less than a full
trading day is likely to be different from a underlying stock’s performance for the full trading day. During periods of high volatility,
the Funds may not perform as expected and the Funds may have losses when an investor may have expected gains if the Funds are held for
a period that is different than one trading day.

The
Funds are not suitable for all investors. The Funds are designed to be utilized only by sophisticated investors, such as traders and
active investors employing dynamic strategies. Investors in the Funds should:

    (a)
    understand
    the risks associated with the use of leverage;

    (b)
    understand
    the consequences of seeking daily leveraged investment results; and

    (c)
    intend
    to actively monitor and manage their investments.

Investors
who do not understand the Funds, or do not intend to actively manage their funds and monitor their investments, should not buy the Funds.

There
is no assurance that any Fund will achieve its investment objective and an investment in a Fund could lose money. No single Fund is a
complete investment program.

For
the Leveraged Long Funds with a 2-time leverage exposure, if the underlying stock referenced by a Fund’s underlying stock drops
by more than 50% on a given trading day, the Fund’s investors could lose all of their money. For the Leveraged Long Funds with
a 1.25-time leverage exposure, if the underlying stock drops by more than 80% on a given trading day, the Fund’s investors could
lose all of their money.

    2

TABLE
OF CONTENTS

    Page

    GraniteShares 1.25x Long TSLA Daily ETF – Summary
    4

    GraniteShares
    2x Long NVDA Daily ETF– Summary
    12

    GraniteShares
    2x Long COIN Daily ETF- Summary
    20

    GraniteShares
    2x Long BABA Daily ETF - Summary
    28

    GraniteShares
    2x Long META Daily ETF - Summary
    36

    GraniteShares
    2x Long GOOGL Daily ETF - Summary
    44

    GraniteShares
    2x Long AMZN Daily ETF- Summary
    52

    GraniteShares
    2x Long AAPL Daily ETF- Summary
    60

    GraniteShares 2x Long MSFT Daily ETF - Summary
    68

    GraniteShares
    2x Long AMD Daily E