SecProbe.io

CORRESP
1
filename1.htm

February
26, 2025

Kim
McManus

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
Ms. McManus:

On
December 18, 2024, GraniteShares ETF Trust (the “Trust” or “Registrant”), on behalf of GraniteShares 2x Long
ADBE Daily ETF, GraniteShares 2x Short ADBE Daily ETF, GraniteShares 2x Long AMC Daily ETF, GraniteShares 2x Long 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 2x Long 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 2x Long 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 (the “Funds”) filed
a Post-Effective Amendment #73 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 February 4, 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.

SUMMARY
PROSPECTUS

ALL
FUNDS

General

Comment
1: Please confirm that GraniteShares 2x Short AMC Daily ETF and GraniteShares 2x Long GME Daily ETF each intend to use relative value
at risk (VAR) in complying with Rule 18f-4 under the Investment Company Act of 1940, as amended, and provide hypothetical calculations
demonstrating how each Fund anticipates being able to achieve its objectives while remining in compliance with those relative value at
risk tasks under Rule 18f-4. Please also disclose what each Fund’s “designated reference portfolio” will be.

 Response:
The Registrant would use the Solactive single stock indices, which capture the performance of a single stock on a total return basis,
i.e. they include corporate actions, such as dividend distributions, splits and reverse splits.

     Fund

     Reference
    portfolio

     GraniteShares
    2x Long AMC Daily ETF

     Solactive
    AMC Index

     GraniteShares
    2x Long GME Daily ETF

     Solactive
    GME Index

 The
Relative VAR on both products. remains stable at 2.00.

     Fund

     Relative
    VAR between Fund NAVs and designated reference portfolio(1)

     GraniteShares
    2x Long AMC Daily ETF

     2.00

     GraniteShares
    2x Long GME Daily ETF

     2.00

 (1)
based on 3 years of historical data, the VAR level was calculated using a 99% confidence level with a 20- day time horizon over
a 3-year period,

February 26,
2025

Page 2

Comment
2: Based on publicly available information, the Staff notes that other 2x MSTR funds have experienced difficulty maintaining targeted
exposure. To better inform investors, please consider providing on the GraniteShares 2x Long MSTR Daily ETF’s website and in future
filings the number of days in the last six months that the Fund has failed to provide the sought after leveraged returns, as well as,
the highest positive and negative variances during such times. Please consider updating the Prospectus risk disclosure to state that
there may be material deviations from the daily investment objectives and describe the circumstances that could cause this to happen.

Response:
The required information will be disclosed on the website. Additional disclosure has been added under the “Tracking Error Risk”.

Comment
3: 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.

Comment
4: 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.

Comment
5: The Staff notes that it appears that the shares of certain Funds are not listed and traded on the Nasdaq Stock Market LLC. Please
revise the statement indicated that all shares offered in this Prospectus are listed and traded on Nasdaq Stock Market LLC to clearly
identify the Funds that are not offered in this Prospectus.

Response:
The registration has been amended accordingly.

February 26,
2025

Page 3

Principal
Investment Strategies

Comment
6:

(A)
In prong (5) in the paragraph that begins with “The Fund’s cash balance may be invested in the following instruments…”
please pluralize “repurchase transaction.”

(B)
In prong (6) of the same paragraph, 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.

(C)
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 type of swap agreements the Fund may invest in and, if appliable, add corresponding risks to the risk
section and please clarify how the prong 4 swap agreements are different than the prong 6 swap agreements mentioned.

Response:

 (A) The
                                            registration has been amended accordingly.

 (B) 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.

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

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

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

Financial
Highlights

Comment
7: The Staff notes that several Funds do not disclose financial highlights because they have not commenced operations. However, certain
Funds launched in September 2024. Please update the disclosure to reflect the certain Funds that have launched.

Response:
The registration has been amended accordingly.

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
    2x Long ADBE Daily ETF

    ADBL

    GraniteShares
    2x Short ADBE Daily ETF

    ADBS

    GraniteShares
    2x Long AMC Daily ETF

    AMCL

    GraniteShares
    2x Long ARM Daily ETF

    AMRL

    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
    2x  Long GME Daily ETF

    GMEL

    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
    2x Long 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.

The shares offered in this prospectus (each a
“Fund” a collectively the “Funds”) are listed and traded on the Nasdaq Stock Market LLC.

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 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 2x Long AMC Daily ETF – Summary
    19

    GraniteShares 2x  Long 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 2x Long 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 2x Long 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