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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

July 9, 2024

VIA EDGAR CORRESPONDENCE

Eileen 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 statement filed on Form N-1A for the Trust with the staff of the Securities
and Exchange Commission (the “Staff”) on May 23, 2024 (the “Registration Statement”). The Registration
Statement relates to Roundhill S&P 500Ò Fixed
Pay 10 ETF and Roundhill S&P 500Ò Fixed
Pay 20 ETF (formerly, Roundhill S&P 500Ò Managed
Distribution 10 ETF and Roundhill S&P 500Ò Managed
Distribution 20 ETF) (each, a “Fund,” and collectively, 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 Statement. A compare
of the current version of the prospectus and statement of additional information for Roundhill S&P 500Ò
Fixed Pay 10 ETF, against the previously filed versions, is set forth on Exhibits
A and B, respectively, and a compare of the prospectus and statement of additional information for Roundhill S&P 500Ò
Fixed Pay 20 ETF, against the previously filed versions, is set forth on Exhibits
C and D, respectively.

Comment
1 – General

The
Staff notes that these comments relate to the Roundhill S&P 500Ò
Managed Distribution 10 ETF; however, each are also applicable to the Roundhill
S&P 500Ò Managed
Distribution 20 ETF. Please ensure that applicable changes are made to each Fund’s Registration Statement.

Response
to Comment 1

The Registrant confirms that applicable
changes will be made to each Fund’s Registration Statement.

Comment
2 – Fund Name

The Staff believes that the inclusion
of “Managed Distribution” in the name of a fund that intends for the entirety of its distributions to be categorized as return
of capital could be misleading, as the name may imply to an average investor that the distributions made by the fund would be income distributions.
Please revise the name of the Funds or sufficiently explain how the names are not misleading.

In addition, the Staff believes
that the inclusion of “10” or “20” in the name of the Funds could be misleading as the distribution amounts will
not be 10% or 20% of the Fund’s NAV, since the 10% or 20% distribution rate is based upon a Fund’s NAV in December of the
prior year, rather than its current NAV, and may be changed by the Funds. Please revise the name of the Funds or sufficiently explain
how the names are not misleading.

Response
to Comment 2

Pursuant
to the Staff’s comment, the Registrant has changed the names of the Funds to “Roundhill S&P 500Ò
Fixed Pay 10 ETF” and “Roundhill S&P 500Ò
Fixed Pay 20 ETF,” respectively. The Registrant has determined that these
names are compliant with Section 35(d) of the 1940 Act and Rule 35d-1 for the reasons set forth below.

As it relates to the application
of Rule 35d-1, the only term in each Fund’s name subject to the application of Rule 35d-1 is “S&P 500.” The terms
“Fixed Pay 10” and “Fixed Pay 20” do not describe “investments that have, or whose issuers have, particular
characteristics” under Rule 35d-1(a)(2) – the only prong of Rule 35d-1 that could even plausibly implicate such terms. Instead,
such terms suggest a portfolio-wide result to be achieved – fixed payments at a set distribution level. Terms suggesting a portfolio-wide
result to be achieved are among the terms explicitly noted by the Commission in the Adopting Release to Rule 35d-1 of the 1940 Act (the
“Adopting Release”) as terms that do not suggest an investment focus, and thus are not subject to Rule 35d-1.

“After considering comments, we continue
to recognize that there are certain terms that do not communicate to investors the particular characteristics of investments that will
make up the fund’s portfolio and for which an 80% investment policy will not be required. Such names include, for instance,
names that suggest a portfolio-wide result to be achieved … In each of these examples, the fund’s name communicates
information to investors about the overall characteristics of the fund’s portfolio, rather than particular investments in the portfolio,
and therefore will not necessitate an 80% investment policy under the amended rule.” (emphasis added) (Pg. 42 of the Adopting Release)

Therefore, as it relates to the
application of Rule 35d-1, the Funds must only adopt a non-fundamental investment policy to invest at least 80% of their assets in instruments
that provide exposure to the S&P 500 Index. Each Fund has adopted such a policy. Accordingly, the requirements of Rule 35d-1 have
been satisfied.

      2

Nonetheless, the general requirements
of Section 35(d)’s prohibition on the use of names that are materially deceptive or misleading still applies to the use of “Fixed
Pay 10” and “Fixed Pay 20” in the names of the Funds. Within this framework of analysis, and after thoughtfully considering
the Staff’s comment, the Registrant replaced the term “Managed Distribution” in each Fund’s name with “Fixed
Pay.” This replacement removes any potential for investor confusion regarding the tax characterization of the distributions made
by the Funds. While “managed distribution” is a term and technique utilized by closed-end investment companies regarding their
distributions and could theoretically cause an investor to assume that each Fund’s distributions would be comprised to some degree
of ordinary income or capital gains, the term “Fixed Pay” gives rise to no such inference regarding the tax characterization
of a Fund’s distributions. Such words simply put investors on notice that the distributions made by the Funds are fixed in nature,
which is of course the case, and is therefore neither materially deceptive nor misleading.

The same applies to the inclusion
of “10” and “20” in the names of the Funds. For one, the inclusion of such terms in the names of the Funds are
unlikely to be materially deceptive or misleading in nearly any instance because an investor encountering these terms in a fund’s
name would not have any preconceived notions about their meaning. Their inclusion is inherently ambiguous and there is no convention of
how such numbers in a fund’s name are to be interpreted. However, to the extent that such terms do create a preconceived notion
about their meaning, the most likely interpretation is that they represent a distribution percentage amount, which is what the Registrant
is hoping, as this is an accurate description of the entire premise of the Fund’s principal investment strategy – to provide
fixed monthly distribution payments equal to an annualized rate of ten percent (10%) or twenty percent (20%), as applicable. This being
the case, the inclusion of “10” and “20” in each Fund’s name, as applicable, is neither materially deceptive
nor misleading.

Accordingly, it has been determined
by the Registrant, with our advice as outside legal counsel, that the names set forth herein comply with Section 35(d) of the 1940 Act
and Rule 35d-1.

Comment
3 – Investment Objective

The Staff notes the Fund’s
primary investment objective set forth in the section entitled “Investment Objective.” Please supplementally explain to the
Staff how the Fund will avoid capital gains and income distributions at the fund level to meet its objective of monthly return of capital
distributions.

Response
to Comment 3

Pursuant
to the Staff’s comment, the following is an explanation regarding how Roundhill S&P 500Ò
Fixed Pay 10 ETF will achieve its investment objective, reproduced below.

The Fund’s primary investment objective
is to pay monthly return of capital distributions to shareholders at an annualized rate of ten percent (10%). The Fund’s secondary
investment objective is to provide exposure to the return of an index composed of U.S.-listed large cap equity securities.

      3

To
achieve this objective, the Fund intends to invest substantially all of its assets in FLEX Options that utilize the SPDR®
S&P 500® ETF Trust as the reference asset (“SPY FLEX Options”). Such SPY FLEX Options will be call
options purchased deeply in-the-money. These positions provide the Fund exposure to the returns of the S&P 500Ò
Index. In order to generate the cash necessary to make the monthly distribution
payment to shareholders at the end of every month, the Fund will either redeem out its holdings of SPY FLEX Options in-kind or sell such
holdings. The Fund will determine whether to conduct an in-kind redemption or a sale with a variety of factors in mind, including the
tax consequences of the transaction with a goal of maximizing the portion of this distribution being categorized as return of capital.

Comment
4 – Fees and Expenses of the Fund

The Staff notes the Annual Fund
Operating Expenses table set forth in the section entitled “Fees and Expenses of the Fund.” Please add a footnote to the “Distribution
and Service (12b-1) Fees” line item indicating that the 12b-1 plan has been adopted and may be imposed at any time.

Please also confirm that if a
Fund’s acquired fund fees and expenses will exceed 1 basis point, the Fund will break out such expenses in a separate line item
on the Annual Fund Operating Expenses table set forth in the section entitled “Fees and Expenses of the Fund.”

Response
to Comment 4

The Registrant respectfully declines
to revise the disclosure as suggested because it would not be accurate. Although the Funds have adopted a Rule 12b-1 plan, each Fund commits
through disclosure in the Statement of Additional Information, set forth below, that the plan is not expected to be utilized within twelve
months from the date of the Statement of Additional Information (and thus Prospectus), and only after approval from the Board of Trustees
of the Trust.

No payments pursuant to the [Rule 12b-1 plan]
are expected to be made during the twelve (12) month period from the date of this SAI. Rule 12b-1 fees to be paid by the Fund under the
Plan may only be imposed after approval by the Board.

The Registrant also confirms that
each Fund’s acquired fund fees and expenses will not exceed one basis point. In the event that the Funds’ acquired fund fees
and expenses exceed 1 basis point in the future, the Annual Fund Operating Expenses table will be revised accordingly.

Comment
5 – Principal Investment Strategies

Please add disclosure clarifying
who this Fund is targeting and who it is appropriate for.

Response
to Comment 5

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

      4

The
strategy targets those investors who seek monthly income from their
investment but wish to retain exposure to the return of the S&P 500® Index.
Because a significant portion of the Fund’s distributions will consist of return of capital, the Fund may not be an appropriate
investment for investors who do not want their principal investment in the Fund to decrease over time or who do not wish to receive return
of capital in a given period.

Comment
6 – Principal Investment Strategies

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

The Fund is designed to
offer shareholders a targeted annual distribution rate of 10%.

Please supplementally explain
to the Staff whether the Fund seeks to pay 10% distribution without regards to the classification of the distribution. For instance, if
the Fund will generate 1% of income, will it seek to provide 9% of return of capital, or does it seek to provide a distribution of 10%
of return of capital, regardless of how much income is generated by the Fund.

In addition, please explain or
cross-reference what the 10% is based upon.

Response
to Comment 6

The Registrant confirms that the
strategy is designed to offer shareholders a distribution rate of 10%, all of which is characterized as return of capital. However, in
the event that the Fund incurs net investment income in a given year, such net investment income will be paid out via an additional distribution
which will not be characterized as return of capital. Under such circumstances the Fund’s targeted annual distribution rate will
exceed 10%.

In addition, pursuant to the Staff’s
comment, the referenced disclosure has been revised to include the following cross-reference:

The Fund is designed to
offer shareholders a targeted annual distribution rate of 10%. A description of how this distribution rate is calculated is set forth
below in the fourth paragraph of this section. (emphasis added)

Comment
7 – Principal Investment Strategies

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

      5

The Adviser seeks to maximize
the amount of the distribution that is categorized as “return of capital” from a tax perspective, with a target of 100% return
of capital.

For investor comprehension, please
further explain how the foregoing will be accomplished.

Response
to Comment 7

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

In order to generate the
cash necessary to make the monthly distribution payment to shareholders at the end of every month, the Fund will either redeem out its
holdings of SPY FLEX Options in-kind or sell such holdings. The Fund will determine whether to conduct an in-kind redemption or a sale
with a variety of factors in mind, including the tax consequences of the transaction with a goal of maximizing the portion of this distribution
being categorized as return of capital.

Comment
8 – Principal Investment Strategies

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

The Fund intends to invest
substantially all of its assets in SPY FLEX Options that are deeply “in-the-money” at the time of investment.

Please confirm whether distributions
will be made based upon the Fund’s initial NAV and then the NAV at the end of each calendar year.

Response
to Comment 8

The
Registrant confirms that distributions will be made based upon the Fund’s initial NAV and then the NAV at the end of each
calendar year.

Comment
9 – Principal Risks

The Staff notes the following
disclosure in Distribution Tax Risk set forth in the section entitled “Principal Risks”:

Additionally, in order to
maximize the amount of the Fund’s distribution categorized as return of capital, the Adviser is relying upon the ability to conduct
in-kind redemptions of the Fund’s SPY FLEX Options. In the event that the Adviser is unable to do so, the ability of the Adviser
to maximize return of capital will be impaired.

      6

Please
add risk disclosure, particularly for the Roundhill S&P 500Ò Managed
Distribution 20 ETF, regarding the impact of any market declines on the size of the Fund and its viability after the payout of the targeted
distribution.

Response
to Comment 9

Pursuant to the Staff’s
comment, the referenced disclosure has been revised to include the following disclosure in section entitled “Principal Risks,”
modified as applicable for the relevant Fund.

The Fund’s ability
to achieve its goal of providing an annualized distribution rate of [10%/20%] could be negatively impacted if the Fund’s NAV were
to decline, through market movements and distribution payments, in excess of [90%/80%] during a calendar year.

Comment
10 – Principal Risks

The Staff notes Active Market
Risk set forth in the section entitled “Principal Risks.” Please consider consolidating this risk with the Structu