SecProbe.io

CORRESP
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    Morrison
Warren

        Partner

Chapman and Cutler LLP

320 South Canal Street, 27th Floor

Chicago, Illinois 60606

T 312.845.3484

F 312.516.1484

warren@chapman.com

August
21, 2023

VIA
EDGAR CORRESPONDENCE

Eileen
Smiley

United States Securities and Exchange Commission

Division of Investment Management

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Roundhill
ETF Trust/Roundhill Dividend Kings ETF

    File
Nos. 811-23887 and 333-273052

Dear
Ms. Smiley:

This
letter responds to your comment letter, dated July 27, 2023, regarding the registration statement filed on Form N-1A for
Roundhill ETF Trust (the “Registrant”) with the staff of the Securities and Exchange Commission (the “Staff”)
on June 30, 2023 (the “Registration Statement”). The Registration Statement relates to the Roundhill S&P
Dividend Monarchs ETF (formerly Roundhill Dividend Kings ETF) (the “Fund”), a series of the Registrant. Capitalized
terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement. A revised version
of the prospectus has been set forth on Exhibit A.

Comment
1 – Fees and Expenses of the Fund

Please
provide an estimate of organizational and offering costs, disclose the party responsible for paying these expenses, and, if applicable,
confirm that they will be included in Other Expenses in the fee table.

Response
to Comment 1

The
Registrant will include a completed fee table in a subsequent amendment to the Registration Statement. Roundhill Financial Inc.,
the Fund’s investment adviser is responsible for paying the organizational and offering expenses of the Trust. Neither the
Fund nor the Trust will be responsible for paying those expenses. Accordingly, since such expenses are not “deducted from
the Fund’s assets or charged to all shareholder accounts,” as “Other Expenses” is defined in Instruction
3(c)(i) of Item 3 of Form N-1A, such expenses will not be included in “Other Expenses.”

Comment
2 – Fees and Expenses of the Fund

Please
identify the person or entity that will be providing the seed capital for the Trust and their relationship to the Fund.

Response
to Comment 2

Roundhill
Financial Inc., the Fund’s investment adviser, will be providing the seed capital for the Trust.

Comment
3 – Fees and Expenses of the Fund

On
Page 13 of the prospectus under the heading “Management Fee,” you disclose that the Trust has entered into a unitary
management fee agreement with Roundhill Financial Inc., the Fund’s investment adviser (“Roundhill”),
and you discuss certain fees excluded from this unitary fee. Please consider adding a brief footnote to the fee table briefly
describing the unitary fee structure and what is included and excluded in the unitary fee to Roundhill and what additional fees
will be paid by Fund shareholders. The Staff could have additional comments once the fee table is completed.

Response
to Comment 3

Pursuant
to the Staff’s comment, the following disclosure has been added as the introduction to the table entitled “Fees and
Expenses of the Fund.”

The
investment advisory agreement between the Trust and Roundhill Financial Inc. (“Roundhill”) provides that Roundhill
will pay all operating expenses of the Fund, except Roundhill’s management fees, interest charges on any borrowings, dividends
and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan.

Comment
4 – Principal Investment Strategies

The
name of the Fund includes the word “dividend” that refers to investment in a type of security that requires an 80%
policy with respect to investments in dividend-paying securities. This policy should define the equity securities subject to the
80% policy, the impact of borrowing and how this policy may be changed. See Rule 35d-1 under the Investment Company Act.
The 80% policy should be described in the summary section of the prospectus (Item 4).

    - 2 -

Response
to Comment 4

After
careful consideration of the Staff’s comment, the Registrant has determined that Rule 35d-1 under the 1940 Act is not applicable.
Accordingly, the Registrant respectfully declines to adopt a policy to invest at least 80% of its assets in dividend-paying securities.
Investing in dividend-paying securities is an investment strategy and is thus excluded from the application of Rule 35d-1. The
use of “Dividend” in the Fund’s name is indistinguishable from the use of “Income,” which the Staff
indicated in the Division of Investment Management’s Frequently Asked Questions about Rule 35d-1 (the “FAQ”)
was not a term to which Rule 35d-1 applied.

When
used by itself, the term “income” in a fund’s name generally suggests that the fund emphasizes the achievement
of current income and does not suggest a type of investment.

However,
while the Registrant declines to adopt a formal Rule 35d-1 policy, the Fund has nonetheless adopted a policy to invest at least
80% -- and currently intends to invest substantially all -- of its total assets in the securities that comprise the Index. In
order to be eligible for inclusion in the Index, a company must have consistently increased its dividend for at least 50 consecutive
years. Therefore, even though the Fund has determined that Rule 35d-1 is inapplicable in this instance, it will still be subject
to a nearly identical investment test.

Comment
5 – Principal Investment Strategies

The
prospectus should delineate the equity securities that can be purchased by the Fund. Investments in preferred stocks versus common
stocks could have different risks to the Fund’s total return investment objective. We note that page 4 of the Statement
of Additional Information refers only to common stocks under the section entitled “Types of Investments.” If the 80%
policy is limited to common stocks, please replace the terms “equity securities” and “securities” with
a more specific term to describe the types of dividend-producing securities in which the Fund will invest.

Response
to Comment 5

The
Fund may invest in both common stocks and shares of real estate investment trusts (“REITs”). Accordingly, the first
sentence of the first paragraph of the section entitled “Principal Investment Strategies” has been revised as set
forth below:

Under
normal market conditions, the Fund invests at least 80% of its total assets in the common stock and real estate investment trusts
(“REITs”) comprising the Index.

Additionally,
the section entitled “Principal Risks” has been revised to include the following risk disclosure:

    - 3 -

REIT
RISK. REITs typically own and operate income-producing real estate, such as residential or commercial buildings, or real-estate
related assets, including mortgages. As a result, investments in REITs are subject to the risks associated with investing in real
estate, which may include, but are not limited to: fluctuations in the value of underlying properties; defaults by borrowers or
tenants; market saturation; changes in general and local operating expenses; and other economic, political or regulatory occurrences
affecting companies in the real estate sector. REITs are also subject to the risk that the real estate market may experience an
economic downturn generally, which may have a material effect on the real estate in which the REITs invest and their underlying
portfolio securities. REITs may have also a relatively small market capitalization which may result in their shares experiencing
less market liquidity and greater price volatility than larger companies.

Comment
6 – Principal Investment Strategies

The
first sentence of the first paragraph of the section entitled “Principal Investment Strategies” states that the “Fund
invests in a portfolio of 25 or more equity securities . . ..” The third paragraph of this section describes the selection
criteria the Fund will use if less than 25 securities are eligible for inclusion.

 a) Does
                                         the Fund use the same selection criteria if 25 or more equity securities meet the Fund’s
                                         for inclusion. If so, please clarify.

 b) The
                                         prospectus also states that the Fund will invest in equity securities of companies that
                                         meet market cap and liquidity criteria, and that have “the longest history of consistently
                                         increasing dividends every year.” Please clarify whether the Fund will invest in
                                         all companies that meet the market cap and liquidity criteria that have a history of
                                         consistently increasing dividends each year, or only a subset of these companies. If
                                         a subset of these companies, disclose how they are chosen after the market cap and liquidity
                                         screens are applied. In addition, clarify what “consistently” means for these
                                         purposes. Does this mean the company must have increased dividends every year, or is
                                         consistently referring to some other criteria, such as over a specified time period.

Response
to Comment 6

The
Registrant’s responses to the Staff’s questions are set forth in order below.

 a) The
                                         Fund believes that the disclosure set forth as the first sentence of the fourth paragraph
                                         of the section entitled “Principal Investment Strategies,” reproduced below,
                                         is responsive to the Staff’s comment.

    - 4 -

The
Index will select all eligible securities for inclusion, with a minimum constituent count of 25. If fewer than 25 securities are
eligible, the Index relaxes the dividend growth eligibility factor as described in the section entitled “Additional Information
About the Fund’s Principal Investment Strategy.”

 b) The
                                         Registrant believes the first sentence of the fourth paragraph of the section entitled
                                         “Principal Investment Strategies,” reproduced above, is responsive to the
                                         Staff’s question regarding the selection of securities meeting the size, liquidity
                                         and dividend growth screens. Additionally, pursuant to the Staff’s comment, the
                                         following disclosure has been added to immediately follow the referenced disclosure regarding
                                         a company’s “consistent increase in dividends”:

Only
securities issued by companies that have increased their total dividend per share amount every year for at least 50 consecutive
years are eligible for inclusion in the Index.

Comment
7 – Principal Investment Strategies

The
Staff notes the following disclosure set forth in the third paragraph of the section entitled “Principal Investment Strategies”:

Constituents
selected for inclusion in the Fund’s portfolio are weighted based on their indicated annual dividend yield, subject to a
single constituent weight cap of 5%. Additionally, portfolio constituents with weights equal to or greater than 5% will not exceed
50% of the Fund’s portfolio weight.

In
connection therewith:

 a) Please
                                         clarify to what the 5% refers in the first sentence of the quoted material and 50% in
                                         the next sentence.

 b) Please
                                         clarify how these two sentences interrelate. The first sentence states that an individual
                                         portfolio constituent will not exceed 5% of something and the next sentence says that
                                         it could. This sentence appears to relate to the diversification requirements under the
                                         Internal Revenue Code. If so, please explain in plain English so that investors can understand
                                         the extent to which individual securities can exceed 5% of the Fund’s net or total
                                         assets.

Response
to Comment 7

The
Registrant believes the disclosure set forth in the fourth paragraph of the section entitled “Principal Investment Strategies,”
reproduced below, is responsive to the Staff’s comments.

    - 5 -

Constituents
selected for inclusion in the Index are weighted based upon their indicated annual dividend yield, subject to a single constituent
weight cap of 5% of the total Index weight. If the Index is ever composed of less than 25 securities, the single
constituent weight cap rises to 10% of the total Index weight. Additionally, Index constituents with weights equal
to or greater than 5% will not exceed 50% of the total Index weight. In the event this condition is breached, the
Index will re-balance pursuant to the mechanism described in the section entitled “Additional Information About the Fund’s
Principal Investment Strategy.” (emphasis added)

Comment
8 – Principal Investment Strategies

The
penultimate paragraph of the section entitled “Principal Investment Strategies” contains the following disclosure:

As
of _____, 2023, the Fund had significant exposure to companies comprising the ____ sector, although this may change from time
to time.

 a) Please
                                         define what significant exposure means (i.e., a certain percentage of the net assets
                                         of the Fund or some other criteria).

 b) To
                                         the extent that the investment adviser is running a model portfolio for this investment
                                         strategy, please provide to the Staff supplementally, and consider adding to the prospectus,
                                         the sectors, if any, that the Fund will have significant exposure to when the Fund commences
                                         operations.

 c) Please
                                         confirm that the Fund, as disclosed in the SAI, will not concentrate in any industry
                                         within a sector.

Response
to Comment 8

The
Registrant’s responses to the Staff’s questions are set forth in order below.

 a) The
                                         referenced disclosure has been revised as set forth below:

As
of ________, 2023, the Index was concentrated in companies comprising the ___________ sector, although this may change from
time to time.

 b) The
                                         Registrant represents that it will update the disclosure set forth above, with the accompanying
                                         sector-specific risk factors, based upon the Index’s holdings as of a date close
                                         to the Fund’s intended launch date.

    - 6 -

 c) The
                                         following disclosure has been included as the second sentence of the penultimate paragraph
                                         of the section entitled “Principal Investment Strategies.” The SAI has been
                                         revised similarly as well.

The
Fund will be concentrated (i.e. hold 25% or more of its total assets) in an industry or a group of industries to the extent
that the Index is so concentrated.

Comment
9 – Principal Investment Strategies

Once
the Fund’s 80% policy is clearly defined, please consid