Correspondence 0001398344-24-000385 from Roundhill ETF Trust (CIK 0001976517)
Roundhill ETF Trust (CIK 0001976517)
Date: Jan. 9, 2024 · CIK: 0001976517 · Accession: 0001398344-24-000385
AI Filing Summary & Sentiment
File numbers found in text: 333-273052, 811-23887
Letter
Via EDGAR Correspondence United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Roundhill ETF Trust File Nos. 333-273052; 811-23887
Dear Mr. Rosenberg:
This letter responds to your additional comments, provided by telephone, regarding the registration statement filed on Form N-1A for Roundhill ETF Trust (the “Trust”) with the Securities and Exchange Commission (the “Commission”) on October 27, 2023 (the “Registration Statement”). The Registration Statement relates to the Roundhill Bitcoin Covered Call Strategy ETF (the “Fund”), a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.
Comment 1 – General
Please supplementally inform the Staff of the anticipated depth of authorized participants that will support the product and the extent to which the authorized participants will be able to handle any issues in the event that there are market shocks or disruptions.
Response to Comment 1
The Registrant has executed authorized participant agreements with three Authorized Participants. The Registrant is of the current belief that this is a sufficient depth to support the product and that these authorized participants will be able to handle any issues in the event that there are market shocks or disruptions. Additionally, pursuant to the Staff’s comment, the Registrant engaged in discussions on these points with the Fund’s lead market maker, who concurred with the Registrant’s assessment.
January 9, 2024
Page 2
Comment 2 – General
If applicable, please disclose that the bitcoin futures ETF may not be registered as an investment company under the 1940 Act and briefly describe the implications if that is the case.
Response to Comment 2
Pursuant to the Staff’s comment, the section entitled “Additional Information About the Fund’s Principal Investment Strategies” has been revised to include the following disclosure:
Such grantor trusts are not registered investment companies subject to the 1940 Act. Consequently, shareholders of these trusts do not have the regulatory protections provided to shareholders in registered and regulated investment companies, which, for example, require investment companies to have a certain percentage of disinterested directors and regulate the relationship between the investment company and certain of its affiliates.
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Please call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler llp
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CORRESP 1 filename1.htm Morrison C. Warren Partner Chapman and Cutler LLP 320 South Canal Street, 27th Floor Chicago, Illinois 60606 T (312) 845-3484 warren@chapman.com January 9, 2024 Via EDGAR Correspondence Michael Rosenberg United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Roundhill ETF Trust File Nos. 333-273052; 811-23887 Dear Mr. Rosenberg: This letter responds to your additional comments, provided by telephone, regarding the registration statement filed on Form N-1A for Roundhill ETF Trust (the “Trust”) with the Securities and Exchange Commission (the “Commission”) on October 27, 2023 (the “Registration Statement”). The Registration Statement relates to the Roundhill Bitcoin Covered Call Strategy ETF (the “Fund”), a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement. Comment 1 – General Please supplementally inform the Staff of the anticipated depth of authorized participants that will support the product and the extent to which the authorized participants will be able to handle any issues in the event that there are market shocks or disruptions. Response to Comment 1 The Registrant has executed authorized participant agreements with three Authorized Participants. The Registrant is of the current belief that this is a sufficient depth to support the product and that these authorized participants will be able to handle any issues in the event that there are market shocks or disruptions. Additionally, pursuant to the Staff’s comment, the Registrant engaged in discussions on these points with the Fund’s lead market maker, who concurred with the Registrant’s assessment. January 9, 2024 Page 2 Comment 2 – General If applicable, please disclose that the bitcoin futures ETF may not be registered as an investment company under the 1940 Act and briefly describe the implications if that is the case. Response to Comment 2 Pursuant to the Staff’s comment, the section entitled “Additional Information About the Fund’s Principal Investment Strategies” has been revised to include the following disclosure: Such grantor trusts are not registered investment companies subject to the 1940 Act. Consequently, shareholders of these trusts do not have the regulatory protections provided to shareholders in registered and regulated investment companies, which, for example, require investment companies to have a certain percentage of disinterested directors and regulate the relationship between the investment company and certain of its affiliates. ******** Please call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters. Sincerely yours, Chapman and Cutler llp By: /s/ Morrison C. Warren Morrison C. Warren cc: Richard Coyle, Esq., Chapman and Cutler LLP