SecProbe.io

CORRESP
1
filename1.htm

September
13, 2024

Christopher
Bellacicco

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GraniteShares;
    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
September 12, 2024, you provided the following supplemental comments by phone to Andrew Davalla.

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.

Comment
1. With respect to the additional disclosure provided pursuant to previous Comment 6, please clarify when the Fund will buy deep
in-the-money call option contracts as opposed to simultaneously buying an at-the-money call option contract and sell an at-the-money
put option contract.

Response:
The fund is actively managed, and the advisor seeks to add tools to gain flexibility and manage the Fund as efficiently as possible for
the Fund to meet its investment objective and remain competitive in the marketplace. Hence the investment management decisions are not
static but are instead adaptive to reflect the environment in which the Fund operates. The Registrant proposes to add the text in red
below to reflect this reality.

Depending on market conditions, market liquidity
and operational constraints, 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.

    Page
    2

Comment
2. With respect to previous Comment 8, please provide disclosure to clarify that the that expiry of both options and the number of
the calls and puts will be identical.

Response.
The Registrant believes that the current language already addresses the comment and hence does not need to be modified. The disclosure
indicates: “simultaneously buy an at-the-money call option contract and sell an at-the-money put option contract”
(emphasis added) which directly references to a 1:1 ratio between the quantity of call option contacts bought and put option contracts
sold.

Comment
3. With respect to the revised disclosure provided in response to previous Comment 11, please revise the phrase “should at
most be equal” to “will at most be equal” or explain why “should is more appropriate.

Response.
The Registrant believes that the term “should” is more appropriate that the term “will”. The term
“will” would imply that the rebalancing process is perfect hence contradicting the “Rebalancing Risk” and “Tracking
Error Risk” factors already present in the registration statement.

Comment
4. With respect to previous Comment 12, please add the requested disclosure.

Response.
The requested change has been made. Please see revised prospectus attached.

Comment
5. With respect to previous Comment 13, please revise the SAI disclosure on page 51 to delete the term “absolute.”

Response.
The requested change has been made. Please see revised SAI 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

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 ETF - Summary
    76

    GraniteShares
    2x Long PLTR Daily ETF - Summary
    84

    GraniteShares
    2x Long UBER Daily ETF - SUMMARY
    92

    GraniteShares
    2x Long DIS Daily ETF – SUMMARY
    100

    GraniteShares
    2x Long F Daily ETF – SUMMARY
    108

    Additional Information about the Funds’ Investment Objectives, Strategies and Risks
    116

    FUND WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
    138

    Fund Management
    139

    Buying and Selling Shares
    140

    Dividends, Distributions, and Taxes
    141

    Distribution of Fund Shares
    144

    Premium/Discount Information
    144

    Fund Service Providers
    144

    Financial Highlights
    144

    GraniteShares ETF Trust
    149

    3

GraniteShares
1.25x Long TSLA Daily ETF – Summary

Important
Information Regarding the Fund

The
GraniteShares 1.25x Long TSLA Daily ETF (the “Fund”) seeks daily leveraged investment results of 1.25 times (125%) the daily
percentage change of the common stock of Tesla, Inc. (NASDAQ: TSLA) (the “Underlying Stock”). Because the Fund seeks daily
leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do
not use leverage. The return for investors that invest for periods longer or shorter than a trading day should not be expected to be
125% the performance of the Underlying Stock for the period. The return of the Fund for a period longer than a trading day will be the
result of each trading day’s compounded return over the period, which will very likely differ from 125% the return of the Underlying
Stock for that period. Longer holding periods, higher volatility of the Underlying Stock and leverage increase the impact of compounding
on an investor’s returns. During periods of higher underlying stock volatility, the volatility of the Underlying Stock may affect
the Fund’s return as much as, or more than, the return of the Underlying Stock.

The
Fund is not suitable for all investors. The Fund is designed to be utilized only by knowledgeable investors who understand the potential
consequences of seeking daily leveraged (1.25X) investment results, understand the risks associated with the use of leverage and are
willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do
not intend to actively monitor and manage their portfolios. For periods longer than a single day, the Fund will lose money if the Underlying
Stock’s performance is flat, and it is possible that the Fund will lose money even if the Underlying Stock’s performance
increases over a period longer than a single day. An investor could lose the full principal value of his/her investment within a single
day.

Investment
Objective

The
Fund seeks daily investment results, before fees and expenses, of 1.25 times (125%) the daily percentage change of the common stock of
Tesla Inc, (NASDAQ: TSLA).

Fund
Fees and Expenses

This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). The fees
are expressed as a percentage of the Fund’s average daily net assets. Investors may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table and example below.

    Management Fee
      0.99 %

    Annual Fund Operating Expenses
 (expenses that you pay each year as a percentage of the value of your investment)

    Management Fee
      0.99 %

    Distribution and/or Service (12b-1) Fees
      0.00 %

    Other Expenses
      1.68 %

    Total Annual Fund Operating Expenses (1)
      2.67 %

    Fee Waver/Reimbursements (2)
      -1.52 %

    Net
    Annual Fund Operating Expenses After Fee Waiver/Reimbursements (1), (2) (1)(2)
      1.15 %

    (1)
    The
    cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect
    expense that is not included in the above fee table and is not reflected in the expense example. The total indirect cost of investing
    in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is estimated to be 1.00% for
    the fiscal year ending June 30, 2024.

    (2)
    GraniteShares
    Advisors LLC has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual
    fund operating expenses (exclusive of any (i) interest, (ii) brokerage fees and commission, (iii) acquired fund fees and expenses,
    (iv) fees and expenses associated with instruments in other collective investment vehicles or derivative instruments (including for
    example options and swap fees and expenses), (v) interest and dividend expense on short sales, (vi) taxes, (vii) other fees related
    to underlying investments (such as option fees and expenses or swap fees and expenses), (viii) expenses incurred in connection with
    any merger or reorganization or (ix) extraordinary expenses such as litigation) will not exceed 1.15%. This agreement is effective
    until December 31, 2025 and it may be terminated before that date only by the Trust’s Board of Trustees. GraniteShares
    Advisors LLC may request recoupment of previously waived fees and paid expenses from the Fund for three years from the date such
    fees and expenses were waived or paid, if such reimbursement will not cause the Fund’s total expense ratio to exceed the expense
    limitation in place at the time of the waiver and/or expense payment and the expense limitation in place at the time of the recoupment.

    4

Example

This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in mutual funds and other exchange
traded funds.

The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain
the same. The figures shown would be the same whether or not you sold your Shares at the end of each period.

Although
your actual costs may be higher or lower, based on the