SecProbe.io

CORRESP
1
filename1.htm

February
26, 2025

Lisa
Larkin

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
G Street, N.E.

Washington,
D.C. 20549

RE:
GraniteShares ETF Trust (the “Trust” or the “Registrant”) File Nos. 333-214796, 811-23214

Dear
Ms. Larkin:

On
December 18, 2024, GraniteShares ETF Trust (the “Trust” or “Registrant”), on behalf of GraniteShares YieldBOOST
QQQ ETF, GraniteShares YieldBOOST SPY ETF, GraniteShares YieldBOOST Small Cap ETF, GraniteShares YieldBOOST Biotech ETF, GraniteShares
YieldBOOST Financials ETF, GraniteShares YieldBOOST Gold Miners ETF, GraniteShares YieldBOOST Semiconductors ETF, GraniteShares YieldBOOST
Technology ETF, GraniteShares YieldBOOST China ETF, GraniteShares YieldBOOST 20Y+ Treasuries ETF, GraniteShares YieldBOOST Bitcoin ETF,
GraniteShares YieldBOOST Natural Gas ETF, GraniteShares YieldBOOST Crude Oil ETF, GraniteShares YieldBOOST Silver ETF, GraniteShares
YieldBOOST Gold ETF, GraniteShares YieldBOOST Volatility ETF, GraniteShares YieldBOOST AAPL ETF, GraniteShares YieldBOOST AMD ETF, GraniteShares
YieldBOOST AMZN ETF, GraniteShares YieldBOOST BABA ETF, GraniteShares YieldBOOST COIN ETF, GraniteShares YieldBOOST META ETF, GraniteShares
YieldBOOST MSFT ETF, GraniteShares YieldBOOST NVDA ETF and GraniteShares YieldBOOST TSLA ETF (the “Funds”) filed a Post-Effective
Amendment #74 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 revise the investment strategy and related disclosures.

In
a telephone conversation on January 30, 2025, you provided comments to the Amendment. 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.

Please
note that the marked up version of the registration includes an amendment to the investment strategy which was filed through a
supplement on February 14, 2025.

SUMMARY
PROSPECTUS

ALL
FUNDS

General

Comment
1: Please revise to include the legend required by Rule 498(b)(1)(v) either on the cover page or at the beginning of the summary
prospectus.

Response:
The registration has been amended accordingly.

February 26, 2025

Page 2

Comment
2: The Staff notes that the Rule 498 legend is also absent from prior summary prospectuses of the Funds. Please provide a legal analysis
of your compliance with Section 5 of the Securities Act of 1933 for Offers and Sales made under this and other Registration Statements
that failed to include the required legends. In addition, please consider the need for disclosing any risks associated with the Section
5, including potential rescission rights of purchases and any contingent liabilities that may need to be accounted for. See Rule
498 and Release No. 33-8998 dated January 13, 2009.

Response:
The Registrant notes that the legend was omitted in error and will include the appropriate legend on all summary prospectuses. All
current summary prospectuses will be refiled to provide for the inclusion of the appropriate legend. The Registrant does not believe
that the omission of such legend would have been deemed to be material by purchasing shareholders.

Principal
Investment Strategies

Comment
3: In the third paragraph, the Staff notes that “repurchase transaction” in prong (5) should be pluralized.

Response:
The registration has been amended accordingly

Comment
4: please specify what kind of equity or fixed income securities the Fund may invest in and, if applicable, add a corresponding risk
to the risk section

Response:
The wording has been modified to the following “(6) US equities listed on a national security exchange, sovereign fixed income
securities with a credit rating at least equal to the United States Federal Government, or corporate debt securities, such as commercial
paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade for the purposes of entering
into swap agreements with the Fund’s swap counterparties.”

An
additional risk disclosure has been included to cover investment in US equities.

Comment
5: The Staff notes that both prong (4) and prong (6) of the same paragraph refer to swap agreements. If the swap agreements are different
in each prong, please specify what kind of swap agreements the Fund may invest in and, if appliable, add corresponding risks to the risk
section. If applicable, please clarify how the prong (4) swap agreements are the different than the prong (6) swap agreements

Response:

Prong
(4) refers to the collateral posted under the swap agreement.

Prong
(6) refers to an investment in securities which performance is being swapped.

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

    Very
    truly yours,

    /s/
    Andrew Davalla

    Andrew
    Davalla

GRANITESHARES
FUNDS

Prospectus

[
  ], 2025

    GRANITESHARES
    FUNDS

    TICKER
    SYMBOL

    GraniteShares YieldBOOST QQQ ETF

    TQQY

    GraniteShares YieldBOOST SPY ETF

    YSPY

    GraniteShares YieldBOOST Small Cap ETF

    RYY

    GraniteShares YieldBOOST Biotech ETF

    BIOY

    GraniteShares YieldBOOST Financials ETF

    FINY

    GraniteShares YieldBOOST Gold Miners ETF

    NUGY

    GraniteShares YieldBOOST Semiconductor ETF

    SEMY

    GraniteShares YieldBOOST Technology ETF

    TECY

    GraniteShares YieldBOOST China ETF

    CNYY

    GraniteShares YieldBOOST 20Y+ Treasuries ETF

    FIYY

    GraniteShares YieldBOOST Bitcoin ETF

    XBTY

    GraniteShares YieldBOOST AAPL ETF

    APYY

    GraniteShares YieldBOOST AMD ETF

    AMYY

    GraniteShares YieldBOOST AMZN ETF

    AZYY

    GraniteShares YieldBOOST BABA ETF

    BBYY

    GraniteShares YieldBOOST COIN ETF

    COYY

    GraniteShares YieldBOOST META ETF

    FBYY

    GraniteShares YieldBOOST MSFT ETF

    MSYY

    GraniteShares YieldBOOST NVDA ETF

    NVYY

    GraniteShares YieldBOOST TSLA ETF

     TSYY

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.

An
investment in a Fund is not an investment in the corresponding Underlying ETF. However, each Fund’s performance may be significantly
dependent on the return of its corresponding Underlying ETF, especially in periods of market volatility.

Investors
who do not understand the Funds, or do not intend to 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.

TABLE
OF CONTENTS

    Page

    GraniteShares YieldBOOST QQQ ETF
    1

    GraniteShares YieldBOOST SPY ETF
    11

    GraniteShares YieldBOOST Small Cap ETF
    21

    GraniteShares YieldBOOST Biotech ETF
    31

    GraniteShares YieldBOOST Financials ETF
    41

    GraniteShares YieldBOOST Gold Miners ETF
    51

    GraniteShares YieldBOOST Semiconductor ETF
    61

    GraniteShares YieldBOOST Technology ETF
    71

    GraniteShares YieldBOOST China ETF
    81

    GraniteShares YieldBOOST 20Y+ Treasuries ETF
    91

    GraniteShares YieldBOOST Bitcoin ETF
    101

    GraniteShares YieldBOOST AAPL ETF
    113

    GraniteShares YieldBOOST AMD ETF
    123

    GraniteShares YieldBOOST AMZN ETF
    133

    GraniteShares YieldBOOST BABA ETF
    143

    GraniteShares YieldBOOST COIN ETF
    153

    GraniteShares YieldBOOST META ETF
    162

    GraniteShares YieldBOOST MSFT ETF
    172

    GraniteShares YieldBOOST NVDA ETF
    182

    GraniteShares YieldBOOST TSLA ETF
    192

    Additional Information about the Funds’ Investment Objectives, Strategies and Risks
    202

    FUND WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
    229

    Fund Management
    229

    Buying and Selling Shares
    230

    Dividends, Distributions, and Taxes
    231

    Distribution of Fund Shares
    234

    Premium/Discount Information
    234

    Fund Service Providers
    234

    Financial Highlights
    235

    GraniteShares ETF Trust
    235

    i

GraniteShares
YIELDBOOST QQQ ETF – Summary

Investment
Objective

The
Fund’s primary investment objective is to seek current income. The Fund’s secondary investment objective is to seek exposure
to the performance of the ProShares UltraPro® QQQ (NASDAQ: TQQQ) subject to a limit on potential investment gains.

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
      0.99 %

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

    Other Expenses (1)
      0.08 %

    Acquired Fund Fees and Expenses (2)
      0.00 %

    Total Annual Fund Operating Expenses
      1.07 %

    Fee Waiver/Reimbursements (3)
      0.00 %

    Net
    Annual Fund Operating Expenses After Fee Waiver/Reimbursements (1), (2), (3) (1)(2)(3)
      1.07 %

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

    (2)
    Acquired Fund Fees and
    Expenses are the indirect costs of investing in other investment companies. Total Annual Fund Operating Expenses reflect Fund expenses
    paid indirectly and do not correlate to the expense ratios in the Fund’s Financial Highlights because the Financial Highlights
    include only the direct operating expenses incurred by the Fund and exclude Acquired Fund Fees and Expenses. The amounts are estimated
    for the Fund’s initial fiscal year.

    (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 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.

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 these assumptions your costs would be:

    1
    Year

    3
    Years

    $
    109

    $
    340

    1

Portfolio
Turnover

The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in the total annual fund operating expenses or in the expense example above, affect the Fund’s
performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

Principal
Investment Strategies

The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks current income while maintaining the opportunity for
an indirect exposure to the share price of the ProShares UltraPro® QQQ (“TQQQ” or the “Underlying ETF”),
subject to a limit on potential gains from increases in the price of the Underlying ETF’s shares. The Fund will seek to employ
its investment strategy as it relates to the Underlying ETF regardless of whether there are periods of adverse market, economic, or other
conditions and will not seek to take temporary defensive positions during such periods. The Fund will invest at least 80% of its net
assets (plus any borrowings for investment purposes) in derivatives contracts that utilize the Underlying ETF as their reference asset.
For purposes of compliance with this investment policy, derivative contracts will be valued at their notional value. The Fund’s
derivatives contracts provide:

    -
    current income from the
    option premiums, and

    -
    a limit on the Fund’s
    participation in gains, if any, of the share price returns of the Underlying ETF.

For
more information, see section “The Fund’s Use of the Underlying ETF Derivatives Contracts” below.

The
Fund’s cash balance may be invested in the following instruments: (1) U.S. Government securities, such as bills, notes and bonds
issued by the U.S. Treasury; (2) money market funds; (3) short term bond ETFs; (4) corporate debt securities, such as commercial paper
and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable quality as collateral
for the Fund’s swap agreements; (5) repurchase transactions, which are transactions under which the purchaser (i.e.,
the Fund) acquires securities and the seller agrees, at the time of the sale, to repurchase the securities at a mutually agreed-upon
time and price, thereby determining the yield during the purchaser’s holding period, and/or; (6) US equities listed on a national
security exchange, sovereign fixed income securities with a credit rating at least equal to the United States Federal Government, or
corporate debt securities, such as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated
investment grade for the purposes of entering into swap agreements with the Fund’s swap counterparties.

The
Fund is classified as “non-diversified” under the Investment Company Act of 1940 (the “1940 Act”).

The
Fund will be subject to regulatory constraints relating to the level of value at risk that the Fund may incur through its derivatives
portfolio. To the extent the Fund exceeds these regulatory thresholds over an extended period, the Fund may determine that it is necessary
to make adjustments to the Fund’s investment strategy and the Fund may not achieve its investment objective.

No
Fund’s investment objective has been adopted as a fundamental investment policy and therefore each Fund’s investment objective
along with its respective 80% investment policy may be changed without the consent of that Fund’s