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

warren@chapman.com

May 2, 2024

VIA EDGAR CORRESPONDENCE

Aaron Brodsky

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Roundhill ETF Trust (the “Trust”)

  File Nos. 333-273052; 811-23887

Dear Mr. Brodsky:

This
letter responds to your comments regarding the registration statement filed on Form N-1A for Roundhill ETF Trust (the “Trust”)
with the staff of the Securities and Exchange Commission (the “Staff”) on March 5, 2024 (the “Registration
Statement”). The Registration Statement relates to the Roundhill GLP-1 & Weight Loss
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

The Staff notes the Fund’s
ticker of “OZEM.” Will the Fund invest in any companies with connection to Ozempic? Please supplementally explain to the
Staff how the use of this ticker is not misleading pursuant to Rule 35d-1 of the 1940 Act.

Response
to Comment 1

Section 35(d) of the 1940 Act
and the accompanying Rule 35d-1 apply to fund names. A fund’s ticker symbol is not its name. Accordingly, neither Section 35(d)
nor Rule 35d-1 are applicable in this context.

Comment
2 – Fee Table

The Staff requests that the Registrant
include a completed fee table in its response to the Staff’s comments.

Response
to Comment 2

Pursuant to the Staff’s
comment, a completed fee table has been set forth on Exhibit A hereto.

Comment
3 – Principal Investment Strategies

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

The Fund will invest at least 80% of its
net assets (plus any borrowings for investment purposes) in . . . (ii) any derivative instruments (such as swap agreements or forward
contracts) that utilize one or more GLP-1 & Weight Loss Companies as the reference asset. (emphasis added)

Please describe supplementally
to the Staff what purpose the referenced derivatives will serve in the Fund’s portfolio and the extent to which such derivatives
will be used.

Response
to Comment 3

The section of the prospectus
entitled “Principal Investment Strategies” has been revised to reflect that the Fund no longer intends to invest in derivatives.

Comment
4 – Principal Investment Strategies

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

Additionally, for purposes
of compliance with the 80% investment policy, the Fund will classify a company as a GLP-1 & Weight Loss Company if it: (1) derives
50% of its profit; or revenue from the production or sale of pharmaceutical drugs designed for weight loss and anti-obesity;
(2) owns significant assets related to the production or sale of pharmaceutical drugs designed for weight loss and anti-obesity;
or (3) is an acknowledged leader in the production and sale of pharmaceutical drugs designed for weight loss and anti-obesity.
(emphasis added)

Please include additional disclosure
regarding how the Fund defines “pharmaceutical drugs designed for weight loss and anti-obesity.” Such disclosure may be included
in the section of the prospectus entitled “Additional Information About the Fund’s Principal Investment Strategies.”

Response
to Comment 4

Pursuant to this, and other Staff
comments, the section of the prospectus entitled “Principal Investment Strategies” has been significantly revised. Set forth
below is the new definition for how the Adviser will categorize those drugs that are properly classified as “GLP-1 & Weight
Loss Drugs.” Such disclosure is set forth as the first sentence of the section entitled “Principal Investment Strategies.”

The Fund is an actively
managed exchange-traded fund (“ETF”) that pursues its investment objective by seeking to provide exposure to companies
involved in the development of pharmaceutical drugs and/or supplements that can be utilized to help individuals lose weight, maintain
an ideal weight, and/or maintain body composition during weight loss (“GLP-1 & Weight Loss Drugs”). (emphasis
added)

    2

Comment
5 – Principal Investment Strategies

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

Additionally, for purposes
of compliance with the 80% investment policy, the Fund will classify a company as a GLP-1 & Weight Loss Company if it: . . . (2)
owns significant assets related to the production or sale of pharmaceutical drugs designed for weight loss and anti-obesity.
(emphasis added)

Please include additional disclosure
regarding how the Fund determines, and the threshold the Fund uses, when determining whether a company “owns significant assets
related to the production or sale of pharmaceutical drugs designed for weight loss and anti-obesity.”

Response
to Comment 5

Pursuant to this, and other Staff
comments, the section of the prospectus entitled “Principal Investment Strategies” has been significantly revised. Pursuant
to those revisions, the referenced disclosure has been deleted.

Comment
6 – Principal Investment Strategies

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

Additionally, for purposes
of compliance with the 80% investment policy, the Fund will classify a company as a GLP-1 & Weight Loss Company if it: (3) is
an acknowledged leader in the production and sale of pharmaceutical drugs designed for weight loss and anti-obesity. (emphasis
added)

Please include additional disclosure
regarding how the Fund determines whether a company “is an acknowledged leader in the production and sale of pharmaceutical drugs
designed for weight loss and anti-obesity.”

    3

Response
to Comment 6

Pursuant to this, and other Staff
comments, the section of the prospectus entitled “Principal Investment Strategies” has been significantly revised. Pursuant
to those revisions, the referenced disclosure has been deleted.

Comment
7 – Principal Investment Strategies

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

The Fund utilizes an actively
managed strategy pursuant to which the Fund’s investment adviser . . . seeks to construct a portfolio that it believes provides
exposure to the most relevant GLP-1 & Weight Loss Companies and those GLP-1 & Weight Loss Companies best positioned to
appreciate in value from the development of pharmaceutical drugs designed for weight loss and anti-obesity drugs. (emphasis added)

Please include additional disclosure
regarding the criteria the Fund uses to determine the “GLP-1 & Weight Loss Companies best positioned to appreciate in value
from the development of pharmaceutical drugs designed for weight loss and anti-obesity drugs.”

Response
to Comment 7

Pursuant to this, and other Staff
comments, the section of the prospectus entitled “Principal Investment Strategies” has been significantly revised. Pursuant
to those revisions, the referenced disclosure has been deleted.

Comment
8 – Principal Investment Strategies

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

On at least a quarterly
basis, the Adviser reviews all eligible companies . . . (emphasis added)

Please confirm supplementally
to the Staff that the phrase “all eligible companies” refers to GLP-1 and Weight Loss Companies.

Response
to Comment 8

Pursuant to the Staff’s
comment, the referenced disclosure has been revised as set forth below:

The Adviser rebalances
the weighting of the companies comprising the Fund’s portfolio on at least a quarterly basis.

    4

Comment
9 – Principal Investment Strategies

Please confirm supplementally
to the Staff that keyword counts alone will not be used to classify a company as a GLP-1 and/or Weight Loss Company.

Response
to Comment 9

The Registrant confirms that
keyword count alone will not be used to classify a company as a GLP-1 and/or
Weight Loss Company.

Comment
10– Principal Investment Strategies

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

The selected companies
are then weighted based on a combination of thematic relevance and keyword counts derived from the initial screen. (emphasis
added)

Please revise the disclosure
to clarify the distinction between thematic relevance and keyword counts.

Response
to Comment 10

Pursuant to this, and other Staff
comments, the section of the prospectus entitled “Principal Investment Strategies” has been significantly revised. The second
paragraph of the section entitled “Principal investment Strategies” has been revised as set forth below:

In seeking to achieve the
Fund’s investment objective, the Fund’s investment adviser, Roundhill Financial Inc. (“Roundhill” or the “Adviser”),
constructs the Fund’s portfolio pursuant to its own proprietary security selection methodology. In general, the methodology prioritizes
companies with higher levels of “thematic relevance,” which is based upon research on individual companies’ public
disclosures (e.g., 10-K filings, company presentations, capital markets day presentations, etc.) and other publicly available
sources (e.g., sell-side research, biotechnology industry publications, drug development pipeline trackers, etc.).

Comment
11 – Principal Investment Strategies

Please disclose supplementally
to the Staff the information sources that will be used in connection with the Fund’s keyword screens.

    5

Response
to Comment 11

Pursuant to the Staff’s
comment, the second paragraph of the section entitled “Principal
Investment Strategies” has been revised to include the following disclosure.

In general, the methodology
prioritizes companies with higher levels of “thematic relevance,” which is based upon research on individual companies’
public disclosures (e.g., 10-K filings, company presentations, capital markets day presentations, etc.) and other publicly available
sources (e.g., sell-side research, biotechnology industry publications, drug development pipeline trackers, etc.).

Comment
12 – Principal Investment Strategies

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

On at least a quarterly
basis, the Adviser reviews all eligible companies and selects securities for inclusion in the Fund’s portfolio based on their
market capitalization, trading volumes, and thematic relevance. (emphasis added)

Please include additional specific
disclosure regarding the role that a company’s market capitalization, trading volumes and thematic relevance play in determining
whether to include that company in the Fund’s portfolio. If the Fund will only invest in companies with a minimum market capitalization
or have a minimum average daily trading volume, please disclose accordingly.

Response
to Comment 12

Pursuant to the Staff’s
comment, the section of the prospectus entitled “Principal Investment Strategies” has been revised to include the following
disclosure:

The Fund will also only
invest in those companies with a minimum market capitalization of $100 million and an average daily trading volume of $500,000.

Comment
13 – Principal Investment Strategies

Please revise the section entitled
“Principal Investment Strategies” to further clarify how the Fund is defining “thematic relevance.”

Response
to Comment 13

Pursuant to the Staff’s
comment, the section of the prospectus entitled “Principal Investment Strategies” has been revised to include the disclosure
set forth in Response to Comment 10 above.

    6

Comment
14 – Principal Investment Strategies

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

On at least a quarterly
basis, the Adviser reviews all eligible companies and selects securities for inclusion in the Fund’s portfolio based on their
market capitalization, trading volumes, and thematic relevance. (emphasis added) ….

The Fund may invest in
U.S. and non-U.S. companies and small-, mid- and large-capitalization issuers.

Please revise the disclosure
to reconcile this inconsistency.

Response
to Comment 14

As set forth in Response to Comment
12 above, the Fund imposes a minimum market capitalization of $100 million. Such a security is still properly classified as a small-capitalization
issuer. Accordingly, such disclosures do not conflict.

Comment
15 – Principal Investment Strategies

Please explain supplementally
to the Staff how often the Fund expects to hold as few as five companies and how frequently the Fund expects its portfolio holdings to
change.

Response
to Comment 15

It
is no longer expected that the Fund will hold as few as five companies.
Accordingly, the referenced disclosure has been deleted.

Comment
16 – Principal Investment Strategies

Please supplementally disclose
to the Staff whether the Fund will ever have exposure to fewer than five companies. If so, under what circumstances?

Response
to Comment 16

The Fund will never have exposure
to fewer than five companies.

Comment
17 – Principal Investment Strategies

Please supplementally explain
to the Staff the following:

 1. Whether the Fund anticipates that any
                                            of its holdings will be foreign issuers. If so, what publicly available info is available
                                            about such issuers?

 2. If and when the Fund does hold as few
                                            as five companies, how does the Fund expect to allocate its assets among the five companies?
                                            For example, will the companies be equally weighted or will one of the companies exceed over
                                            20% of the Fund’s assets?

    7

Response
to Comment 17

The
Fund does expect that it may hold the listed securities of non-U.S. issuers
from time to time. Like all other funds holding non-U.S. securities, the Fund will rely upon the public information about such securities
that is made available by such company in compliance with its applicable securities laws and the rules of its primary listing exchange.

The Fund no longer intends to
invest in as few as five companies. Accordingly, the second part of the Staff’s comment is no longer applicable.

Comment
18 – Principal Risks

The Staff notes a reference to
pharmaceutical companies in the risk entitled “Biotechnology Companies Risk” in the section entitled “Principal Risks.”
Please delete such reference or supplementally explain to the Staff its relevance.

Response
to Comment 18

Pursuant to the Staff’s
comment, the referenced disclosure has been revised.

Comment
19 – Principal Risks

The Staff notes the inclusion
of “Concentration Risk” in the section entitled “Principal Risks.” Please tailor this risk to the Fund’s
concentration in health care companies.

Response
to Comment 19

Pursuant to the Staff’s
comment, the following disclosure has been added as the first sentence of “Concentration Risk.”

The Fund’s investments are concentrated
in the industry or group of industries comprising the health care sector.

Comment
20 – Principal Risks

The Staff notes the inclusion
of “Futures Risk” in the section entitled “Principal Risks” and the lack of disclosure about potential use of
futures in the section entitled “Principal Investment Strategies.” Please reconcile.

    8

Response
to Comment 20

The Fund no longer intends to
hold derivatives, including futures contracts. Accordingly, the re