SecProbe.io

CORRESP
1
filename1.htm

October
22, 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
2x Long ADBE Daily ETF, GraniteShares 2x Short ADBE Daily ETF, GraniteShares 1x Short AMC Daily ETF , GraniteShares 1x Short ARM Daily
ETF, GraniteShares 2x Long AVGO Daily ETF, GraniteShares 2x Short AVGO Daily ETF, GraniteShares 2x Long CCL Daily ETF, GraniteShares
2x Short CCL Daily ETF, GraniteShares 2x Long CRWD Daily ETF, GraniteShares 2x Short CRWD Daily ETF, GraniteShares 2x Long DELL Daily
ETF, GraniteShares 2x Short DELL Daily ETF, GraniteShares 1x Short GME Daily ETF, GraniteShares 2x Long INTC Daily ETF, GraniteShares
2x Short INTC Daily ETF, GraniteShares 2x Long LLY Daily ETF, GraniteShares 2x Short LLY Daily ETF, GraniteShares 1x Short MSTR Daily
ETF, GraniteShares 2x Long MU Daily ETF, GraniteShares 2x Short MU Daily ETF, GraniteShares 2x Long NFLX Daily ETF, GraniteShares 2x
Short NFLX Daily ETF, GraniteShares 2x Long NVO Daily ETF, GraniteShares 2x Short NVO Daily ETF, GraniteShares 2x Long PANW Daily ETF,
GraniteShares 2x Short PANW Daily ETF, GraniteShares 2x Long QCOM Daily ETF, GraniteShares 2x Short QCOM Daily ETF, GraniteShares 2x
Long SMCI Daily ETF, GraniteShares 2x Short SMCI Daily ETF, GraniteShares 2x Long TSM Daily ETF and GraniteShares 2x Short TSM Daily
ETF (each a “Fund” and collectively, the “Funds”) filed a post-effective amendment 47 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 17, 2024, you provided comments to the Amendment to which we have responded. In a telephone
conversation on October 11, 2024, you provided additional comments to the Amendment to which we have responded. In a telephone conversation
on October 18, 2024, you provided additional comments. Below, please find those comments and the Registrant’s responses, which
the Registrant has authorized Thompson Hine LLP to make on its behalf. Please note that added language to a Fund’s prospectus is
in italics and deleted language appears struck through.

October
22, 2024

Page 2

Comment
5: The Staff reissues Comment 5 and requests that the Registrant ensures that disclosures regarding an Underlying Stock’s industry
references in a Fund’s “Principal Investment Strategies” and “Principal Risks” align with one another.
For example, on page 84 under the “Principal Investment Strategies” of GraniteShares 2x Short CRWD Daily ETF, the Fund discloses
that “[d]ue to the Fund’s investment exposure to the Underlying Stock, the Fund’s investment exposure is concentrated
in the information technology industry.” However, the first sentence of the “Underlying Stock Risk” on page
85 discloses that “[t]he performance of the Underlying Stock, and consequently the Fund’s performance, is subject to the
risks of the software and informational technology.” The Staff notes there is a discrepancy between both disclosures of
the industry references and requests for the Registrant to clarify the discrepancy for the example given, and the discrepancies on pages
156, 219, 228, 255, 264, 273, and 282.

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

If
you have any questions, please call the undersigned at (216) 566-5706.

    Very
    truly yours,

    /s/
    Andrew Davalla

    Andrew
    Davalla

GRANITESHARES
FUNDS

Prospectus

October
[XX], 2024

    GRANITESHARES
    FUNDS

    TICKER
    SYMBOL

    GraniteShares
    2x Long ADBE Daily ETF

    ADBL

    GraniteShares
    2x Short ADBE Daily ETF

    ADBS

    GraniteShares
    1x Short AMC Daily ETF

    AMCS

    GraniteShares
    1x Short ARM Daily ETF

    ARMD

    GraniteShares
    2x Long AVGO Daily ETF

    AVGU

    GraniteShares
    2x Short AVGO Daily ETF

    AVGS

    GraniteShares
    2x Long CCL Daily ETF

    CCLU

    GraniteShares
    2x Short CCL Daily ETF

    CCLS

    GraniteShares
    2x Long CRWD Daily ETF

    CRWL

    GraniteShares
    2x Short CRWD Daily ETF

    CRWQ

    GraniteShares
    2x Long DELL Daily ETF

    DLLL

    GraniteShares
    2x Short DELL Daily ETF

    DLLS

    GraniteShares
    1x Short GME Daily ETF

    GMES

    GraniteShares
    2x Long INTC Daily ETF

    INTW

    GraniteShares
    2x Short INTC Daily ETF

    INTD

    GraniteShares
    2x Long LLY Daily ETF

    LLYL

    GraniteShares 2x Short LLY Daily ETF

    LLYD

    GraniteShares
    1x Short MSTR Daily ETF

    MSTP

    GraniteShares
    2x Long MU Daily ETF

    MULL

    GraniteShares
    2x Short MU Daily ETF

    MULS

    GraniteShares
    2x Long NFLX Daily ETF

    NFLL

    GraniteShares
    2x Short NFLX Daily ETF

    NFLS

    GraniteShares
    2x Long NVO Daily ETF

    NVOL

    GraniteShares
    2x Short NVO Daily ETF

    NVOD

    GraniteShares
    2x Long PANW Daily ETF

    PANU

    GraniteShares
    2x Short PANW Daily ETF

    PANS

    GraniteShares
    2x Long QCOM Daily ETF

    QCML

    GraniteShares
    2x Short QCOM Daily ETF

    QCMS

    GraniteShares
    2x Long SMCI Daily ETF

    SMCL

    GraniteShares
    2x Short SMCI Daily ETF

    SMCS

    GraniteShares
    2x Long TSM Daily ETF

    TSMU

    GraniteShares
    2x Short TSM Daily ETF

    TSMS

The
Securities and Exchange Commission has 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 inverse or leveraged investment results and are intended to be used as short-term trading vehicles. Each Fund with “Long”
in its name 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). Each Fund with “Short” in its name attempts to provide daily investment
results that correspond to the inverse (or opposite) multiple of the performance of an underlying stock (each an Inverse 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)
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 daily performance of their underlying stock.

(2)
The Inverse Funds pursue a daily investment objective that is a multiple inverse to the daily performance of their underlying stock,
a result opposite of most mutual funds and exchange-traded funds.

(3)
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 an 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 inverse strategies and leverage;

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

    (c)
    for an Inverse Fund,
    understand the risk of shorting; and

    (d)
    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 drops by more than 50% on a given trading day, the
Fund’s investors could lose all of their money. For the Inverse Funds with a 1-time inverse exposure, if the underlying stock increases
by more than 100% on a given trading day, the Fund’s investors could lose all of their money. For the Inverse Funds with a 2-time
inverse exposure, if the underlying stock increases by more than 50% on a given trading day, the Fund’s investors could lose all
of their money.

TABLE
OF CONTENTS

    Page

    GraniteShares 2x Long ADBE Daily ETF - Summary
    1

    GraniteShares 2x Short ADBE Daily ETF – Summary
    10

    GraniteShares 1x Short AMC Daily ETF – Summary
    19

    GraniteShares 1x Short ARM Daily ETF – Summary
    28

    GraniteShares 2x Long AVGO Daily ETF – Summary
    37

    GraniteShares 2x Short AVGO Daily ETF – Summary
    46

    GraniteShares 2x Long CCL Daily ETF – Summary
    55

                                                                              GraniteShares 2x Short CCL Daily ETF – Summary

    64

    GraniteShares 2x Long CRWD Daily ETF – Summary
    73

    GraniteShares 2x Short CRWD Daily ETF – Summary
    82

    GraniteShares 2x Long DELL Daily ETF – Summary
    91

    GraniteShares 2x Short DELL Daily ETF – Summary
    100

    GraniteShares 1x Short GME Daily ETF – Summary
    109

    GraniteShares 2x Long INTC Daily ETF – Summary
    118

    GraniteShares 2x Short INTC Daily ETF – Summary
    127

    GraniteShares 2x Long LLY Daily ETF – Summary
    136

    GraniteShares 2x Short LLY Daily ETF – Summary
    145

    GraniteShares 1x Short MSTR Daily ETF – Summary
    154

    GraniteShares 2x Long MU Daily ETF – Summary
    163

    GraniteShares 2x Short MU Daily ETF – Summary
    172

    GraniteShares 2x Long NFLX Daily ETF - Summary
    181

    GraniteShares 2x Short NFLX Daily ETF – Summary
    190

    GraniteShares 2x Long NVO Daily ETF - Summary
    199

    GraniteShares 2x Short NVO Daily ETF – Summary
    208

    GraniteShares 2x Long PANW Daily ETF – Summary
    217

    GraniteShares 2x Short PANW Daily ETF – Summary
    226

    GraniteShares 2x Long QCOM Daily ETF – Summary
    235

    GraniteShares 2x Short QCOM Daily ETF – Summary
    244

    GraniteShares 2x Long SMCI Daily ETF – Summary
    253

    GraniteShares 2x Short SMCI Daily ETF – Summary
    262

    GraniteShares 2x Long TSM Daily ETF – Summary
    271

    i

    GraniteShares 2x Short TSM Daily ETF – Summary
    280

    Additional Information about the Funds’ Investment Objectives, Strategies and Risks
    289

    FUND WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
    326

    Fund Management
    326

    Buying and Selling Shares
    327

    Dividends, Distributions, and Taxes
    328

    Distribution of Fund Shares
    331

    Premium/Discount Information
    331

    Fund Service Providers
    331

    Financial Highlights
    331

    GraniteShares ETF Trust
    331

    ii

GraniteShares
2X Long ADBE Daily ETF – Summary

Important
Information Regarding the Fund

The
GraniteShares 2x Long ADBE Daily ETF (the “Fund”) seeks daily investment results of 2 times (200%) the daily percentage change
of the performance of the common stock of Adobe Inc. (NASDAQ: ADBE) (the “Underlying Stock”). Because the Fund seeks daily
leverage 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
200% of 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 200% 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 (2X) 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 2 times (200%) the daily percentage change of the common stock of Adobe
Inc. (NASDAQ: ADBE).

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.

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

    Management Fee
      1.30 %

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

    Other Expenses (1)
      1.00 %

    Total Annual Fund Operating Expenses (2)
      2.30 %

    Fee Waver/Reimbursements (3)
      0.80 %

    Net Annual Fund Operating Expenses After Fee Waiver/Reimbursements (1), (2), (3)
      1.50 %

    (1)
    Other Expenses are estimated
    for the Fund’s initial fiscal year.

    (2)
    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 1.50%
    for the fiscal year ending June 30, 2025.

    (3)
    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