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 24, 2024

VIA EDGAR CORRESPONDENCE

Eileen M. Smiley

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 Ms. Smiley:

This letter responds to your
comments regarding the registration statements filed on Form N-1A for Roundhill ETF Trust (the “Trust”) with the staff
of the Securities and Exchange Commission (the “Staff”) on November 17, 2023 (the “Registration Statements”).
The Registration Statements relate to Roundhill S&P 500 Managed Distribution 10 ETF and Roundhill S&P 500 Managed Distribution
20 ETF (formerly, Roundhill S500 Managed Distribution ETF and Roundhill Tech 100 Managed Distribution ETF, respectively) (each, a “Fund”
and together, the “Funds”), each a series of the Trust. Capitalized terms used herein, but not otherwise defined, have
the meanings ascribed to them in the Registration Statements. To the extent that a comment is applicable to both Funds, it has been applied
accordingly.

Comment
1 – General

The Staff requests to please
complete all incomplete fields.

Response
to Comment 1

The Registration Statements
have been revised accordingly.

Comment
2 – Principal Investment strategy

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

The Fund seeks to provide exposure to
the return of the S&P 500 Index (“SPX”) while reflecting a payment of monthly distributions equal to an annualized rate
of __ percent (__%).

The Staff requests to please
replace the word “reflecting” with something more specific to Fund’s strategy, or otherwise disclose how the Fund is
defining the term “reflecting.”

Response
to Comment 2

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

The Fund seeks to provide exposure to
the return of the S&P 500® Index while making monthly distribution payments equal to an annualized rate of ten percent
(10%).

Comment
3 – Principal Investment strategy

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

Roundhill Financial Inc. serves as the
Fund’s investment adviser (“Roundhill” or the “Adviser”) and ___________ serves as the Fund’s investment
sub-adviser (“______” or the “Sub-Adviser”).

As such disclosure is not
required to be included pursuant to Form N-1A of the 1940 Act, the Staff believes such disclosure should be deleted.

Response
to Comment 3

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

Comment
4 – Principal Investment strategies

Please explain supplementally
to the Staff if the Fund intends to borrow to fund its managed distribution policy, whether other investments to fund managed distributions
will be a principal strategy and if any other non-ETF investments will be included in the principal strategy.

Response
to Comment 4

The Funds do not currently
intend to borrow additional funds to fund the managed distribution policy. The Funds intend to invest substantially all of their assets
in SPY FLEX Options that are deeply “in-the-money” at the time of investment.

Comment
5 - Principal Investment Strategies

The Staff request to please
add disclosure describing the index that is used. This disclosure may include the index methodology, component selection criteria, index
weighting methodology, name of the index provider, and the rebalancing and reconstitution policy including the frequency and number of
index components, which could be a range.

    2

Response
to Comment 5

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

Additional
Information About the S&P 500Ò Index

The S&P 500® Index
is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating
companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization,
financial viability and public float. It is rebalanced quarterly in March, June, September and December.

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 S&P 500® Index
is so concentrated. As of March 31, 2024, the S&P 500® Index was concentrated in the information technology sector.

Comment
6 – Principal Investment Strategies

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

The Adviser seeks to maximize the amount
of the distribution that is categorized as “return of capital” from a tax perspective.

Please explain supplementally
to the Staff how the Fund will maximize the portion of its distributions that are characterized as return of capital.

Response
to Comment 6

The Funds intend to invest
substantially all of their assets in SPY FLEX Options that are deeply “in-the-money” at the time of investment. These positions
provide each Fund exposure to the returns of the S&P 500® Index. The Funds utilize the creation and redemption mechanism
to maximize the portion of its distributions that are characterized as return of capital.

Comment
7 – General Comment

Please confirm to the Staff
whether the Fund anticipates seeking exemptive or no-action relief to distribute capital gains more than once a year.

    3

Response
to Comment 7

The Funds do not anticipate
seeking any exemptive or no-action relief to distribute capital gains more than once a year.

Comment
8 – Principal Investment Strategies

Please inform the Staff whether
the Fund intends to report a distribution rate. In addition, please confirm that any sales literature setting forth the Fund’s distribution
yield will be accompanied by the 30-day SEC yield calculation, as set forth in Item 26(b)(4) of Form N-1A. Please explain how the distribution
rate included in sales literature will be calculated.

Response
to Comment 8

The Funds do not currently
intend to report a backwards-looking distribution rate in sales literature. To the extent this intent changes in the future, the Funds
confirm that any sales literature setting forth a Fund’s distribution yield will be accompanied by the 30-day SEC yield calculation,
as set forth in Item 26(b)(4) of Form N-1A.

Comment
9 – Principal Investment Strategies

Please explain in greater
detail how the Fund’s investments in ETFs will be sufficient to generate distributions to provide the target distribution rate.

Response
to Comment 9

Each Fund’s investment
in the SPY FLEX Options will not be sufficient to provide generate the distribution rate sought by the Fund. This is intentional, as each
Fund seeks to maximize the portion of its distribution that is considered “return of capital.”

Comment
10 – Principal Investment Strategies

The Staff notes that the disclosure
in the section entitled “Principal Investment Strategies” that the Funds are classified as “non-diversified.”
Please explain to the Staff why the Funds selected this classification, given their disclosed principal investment strategies.

Response
to Comment 10

The Funds have been classified
as “non-diversified” at the time of their launch to allow them to preserve flexibility during the invest-up phase. In the
event they are operated in a diversified manner for three consecutive years, their status will automatically convert to “diversified”
under the 1940 Act. The decision to elect “non-diversification” at the outset is unrelated to their investment strategy.

    4

Comment
11 – Principal Risks

The Fund does not disclose
“passive investment risk.” Does this mean the Underlying ETFs will invest in derivatives or use sampling. If so, please disclose
in the section entitled “Principal Investment Strategies.”

Response
to Comment 11

Pursuant to the Staff’s
comment, “SPY ETF Risks” has been revised to include “Passive Investment Risk.”

Comment
12 – Principal Risks

The Staff requests that the
Fund consider adding “Active Management Risk” to “S&P 500 ETF Risk” if the Underlying ETFs are exposed to
this risk.

Response
to Comment 12

This risk is inapplicable
as the SPY ETF utilizes a replication strategy. Accordingly, such risk disclosure has not been added.

Comment
13 – Principal Risks

The Staff requests that the
Fund consider adding “Concentration Risk” to “S&P 500 ETF Risk” if the S&P 500 ETFs are exposed to this
risk.

Response
to Comment 13

Please see Response to Comment
14 below. The disclosure has been revised accordingly.

Comment
14 – Principal Risks

To the extent that the S&P
500 ETFs are subject to the same risks as the Fund, please revise the risk disclosure to make that clarification.

Response
to Comment 14

Pursuant to the Staff’s
comment, the introduction to “SPY ETF Risk” has been revised to include the following disclosure:

The Fund will have significant exposure
to the S&P 500® Index and the SPY ETF through its investments in the SPY FLEX Options. Accordingly, the Fund will subject
to the risks of the SPY ETF, set forth below. In addition to these risks, the SPY ETF is also subject to the following risks to which
the Fund is also subject, which are described within the section entitled “Principal Risks”: Active Market Risk, Asset Class
Risk, Concentration Risk, Cybersecurity Risk, Operational Risk and Structural ETF Risk.

    5

Comment
15 – Tax Information

Given the Fund anticipates
a substantial portion of its distributions to be return of capital, the Staff requests the inclusion of disclosure that return of capital
is not generally taxed in the year it is received.

Response
to Comment 15

Pursuant to the Staff’s
comment, the section entitled “Tax Information” has been revised as set forth below:

To the extent the Fund’s distributions
are taxed, they are expected to be taxed as ordinary income, qualified dividend income and/or capital gains, unless you are investing
through a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account. Any withdrawals made from such tax-advantaged
arrangement may be taxable to you. Certain Fund distributions may exceed the Fund’s income and gains for the Fund’s taxable
year. Distributions in excess of the Fund’s current and accumulated earnings and profits will be treated as a return of capital.
A return of capital distribution generally will not be taxable in the year of its receipt but will reduce the shareholder’s cost
basis and will result in a higher capital gain or lower capital loss when those Fund Shares on which the distribution was received are
sold. Once a Fund shareholder’s cost basis is reduced to zero, further distributions will be treated as capital gain if the Fund
shareholder holds Fund Shares as capital assets.

Comment
16 – Additional Information About the Fund’s Principal Investment Strategies

The Staff notes that disclosure
set forth in Item 9 seems to be identical to the disclosure set forth in Item 4. Please consider whether certain disclosures currently
included in Item 4 may be removed in Item 4 or whether there is additional disclosure that can be added to Item 9.

Response
to Comment 16

Pursuant to the Staff’s
comment, the disclosure set forth in Item 9 has been enhanced.

    6

Comment
17 – Additional Information About the Fund’s Principal Investment Strategies

Please confirm to the Staff
that the Fund will only invest the shares of a single Underlying ETF or multiple Underlying ETFs and revise the disclosure accordingly.

Response
to Comment 17

The Fund will only invest
in FLEX Options that reference the SPY ETF. The disclosure has been revised accordingly.

Comment
18 – Additional Information About the Fund’s Principal Investment Strategies

Please disclose the Fund’s
diversification status and concentration policy in the section entitled “Additional Information About the Fund’s Principal
Investment Strategies.”

Response
to Comment 18

Pursuant to the Staff’s
comment, the following disclosure has been added to the section entitled “Additional Information About the Fund’s Principal
Investment Strategies”:

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 S&P 500 Index is so concentrated.
The Fund is classified as “non-diversified” under the 1940 Act.

Comment
19 – Management of the Fund

The Staff notes the following
disclosure set forth in the section entitled “Management of the Fund”:

The Fund intends to operate in a multi-manager
structure pursuant to an exemptive order issued by the SEC for which it has applied.

Please disclose supplementally
to the Staff about the status of any exemptive order to operate a multi-manager structure and any other no-action relief or other exemptive
relief the Fund anticipates seeking.

Response
to Comment 19

The referenced exemptive relief
was granted on February 27, 2024 – and the disclosure has been revised accordingly. The Registrant does not currently intend to
seek any additional no-action or exemptive relief.

    7

Comment
20 – Dividends, Distributions and Taxes

The Staff notes the following
disclosure in the section entitled “Dividends, Distributions and Taxes”:

The Fund has implemented a distribution
policy pursuant to which the Fund intends to declare and pay monthly dividends to shareholders at an annual distribution rate that is
based on the closing NAV of the Fund on the final day of October each calendar year. The Board may amend this distribution policy at any
time, or the Fund may cease distributions entirely, at any time.

The Staff requests to please
add disclosure related to the circumstances where the Fund would be able to cease distributions entirely, and what the tax consequences
of doing so would be to the Fund and its shareholders.

Response
to Comment 20

The referenced disclosure
has been revised as set forth below:

The Fund intends to declare and pay monthly
dividends to shareholders at an annualized distribution rate of 10% that is based on the closing NAV of the Fund on the final business
day of December each calendar year, although this policy may be amended at any time. It is anticipated that the Fund’s distributions
will consist primarily or entirely of return of capital, as discussed below. The amount treated as a return of capital will reduce a shareholder’s
cost basis in the shareholder’s Fund Shares, thereby increasing the potential gain or reducing the potential loss on the sale of
Fund Shares.

Comment
21 – Capital Gains and Losses and Certain Ordinary Income Dividends

The Staff requests to please
add disclosure on tax treatment of returns on capital.

Response
to Comment 21

Pursuant to the Staff’s
comment, the following disclosure has been added to the section of the prospectus entitled “Dividends, Distributions and Taxes”:

To determine your actual tax liability
for your capital gain dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your
other taxable transactions, as described below. In addition, the Fund may make distributions that represent a return of capital for tax
purposes and thus will generally not be taxable to you; however, such distributions may reduce your tax basis in your Fund Shares, which
could result in you having to pay higher taxes in the future when Fund Shares are sold, even if you sell the Fund Shares at a loss from
your original investment. A “return of capital” is a return, in whole or in part, of the funds that you previously invested
in the Fund. A return of capital distribution should not be considered part of the Fund’s dividend yield or total return of an investment