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

July 29, 2024

VIA
EDGAR CORRESPONDENCE

Thankam Varghese

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. Varghese:

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 Target
10 Distribution ETF and Roundhill S&P 500Ò Target
20 Distribution ETF (formerly, Roundhill S&P 500Ò Fixed
Pay 10 ETF and Roundhill S&P 500Ò Fixed
Pay 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.

Comment
1 – Fund Name

The Staff continues to believe
that the revised “Fixed Pay 10” and “Fixed Pay 20” is misleading under Section 35(d) of the 1940 Act. Use of the
word “10” and “20” in the Fund names is misleading because it leads investors to believe that the Fund will have
a return or yield of 10%, without other terms in the names to provide context regarding what the 10% references.

Secondly, use of the inclusion
of “Fixed” in the name of the Fund is misleading given that the disclosure indicates that it could be higher or lower and
is also not guaranteed.

Lastly, the name suggests to investors
that they are getting exposure to the S&P 500 and will receive a fixed 10% payout without suggesting that they are merely getting
their money back in the return of capital.

Response
to Comment 1

Pursuant to the Staff’s
comment, the names of the Funds have been revised to Roundhill S&P 500 Target 10 Distribution ETF and Roundhill S&P 500 Target
20 Distribution ETF. These names are compliant with Section 35(d) of the 1940 Act.

Each Fund provides exposure to
the returns of the S&P 500 Index by investing substantially all of its assets in purchased SPY call options that are deeply in-the-money
at the time of purchase. In addition, the Funds target a 10% and 20% distribution rate. The use of “S&P 500 Target 10/20 Distribution”
in the name of the Funds is a precise description of what the Funds seek to provide. Through the insertion of the word “Target”
in each Fund’s name, it denotes that the distribution rate is merely targeted, and not guaranteed. In addition, by moving 10/20,
as applicable, to immediately precede “Distribution,” it is clear to investors that the 10 and 20 relate to a distribution
rate, and not a return or yield.

Comment
2 – 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%. A description of how this distribution rate is calculated is set forth below in the fourth
paragraph of this section. 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.

Please revise to incorporate disclosure
set forth elsewhere in the prospectus that the Fund may make additional distributions as necessary and that therefore distributions could
exceed 10% on an annualized rate.

Response
to Comment 2

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

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. 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. However, insofar as the Fund has net investment income in a given
year, such net investment income will be paid out via an additional distribution some or all of which will not be characterized as return
of capital and the Fund’s distribution rate will exceed 10%. (emphasis added)

Comment
3 – Principal Investment Strategies

Please revise to clarify in the
disclosure the types of options and their characteristics (ie. purchased call options) in which the Fund will invest.

Response
to Comment 3

Pursuant to the Staff’s
comment, the disclosure has been revised throughout, including in the second sentence of the section, as set forth below:

The
Fund intends to provide exposure to the S&P 500Ò Index
through purchases of FLexible EXchangeÒ call
options (“FLEX Options”) that utilize the SPDR® S&P 500® ETF Trust (NYSE ARCA: SPY) (the
“SPY ETF”) as the reference asset (“SPY FLEX Options”).

Comment
4 – Principal Investment Strategies

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

In order to generate the cash necessary to
make the monthly distribution payment to shareholders every month, the Fund will either redeem out its holdings of SPY FLEX Options in-kind
or sell such holdings.

Please disclose the tax consequences
of the Fund’s sale of its SPY FLEX Options and the impact of such consequences on the Fund’s strategy to seek to make distributions
that are entirely characterized as return of capital from a tax perspective.

Response
to Comment 4

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

The Adviser evaluates the Fund’s net
gain or loss position in determining the means by which cash is generated to make the target monthly distribution payments. The Adviser
may utilize uninvested cash or the proceeds from securities sold through the application of tax sensitive investment strategies, including
the use of tax loss harvesting. There may be months when the techniques utilized by the Adviser generate tax liabilities for the Fund
and the corresponding monthly distribution is not entirely characterized as return of capital. In addition, the Adviser may utilize investment
strategies to generate cash that carry some degree of uncertainty as it relates to the tax characterization of the cash produced therefrom.
In the event that it is subsequently determined that such techniques produce cash that is not characterized as return of capital, the
Fund would incur tax liabilities that would negatively affect the Fund’s returns and the Fund’s ability to achieve its investment
objective.

Additionally, the following disclosure
has been added to the second paragraph of the section entitled “Principal Investment Strategies”:

There is no guarantee that the Fund will be
able to manage its income so that all or a majority of its distributions will be return of capital. If the Fund makes a distribution out
of the Fund’s earnings and profits shareholders will ordinarily be required to pay tax on the distribution in the year of distribution.
A sale of portfolio securities or other assets may generate earnings and profits which may cause some of the Fund’s distributions
to be taxable as dividends.

Comment
5 – Principal Investment Strategies

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

In order to generate the cash necessary to
make the monthly distribution payment to shareholders every month, the Fund will either redeem out its holdings of SPY FLEX Options in-kind
or sell such holdings.

Please disclose what the Fund
will do with the securities it receives in-kind in the event it elects to redeem out its holdings of SPY FLEX Options in-kind. For example,
would the Fund use such securities be used in investing in the next series of options?

Response
to Comment 5

Each Fund will effectuate creations
for cash and redemptions in-kind. When a Fund experiences a creation, it will use such cash to purchase options and/or leave some amount
of cash uninvested, which may be used to pay out distributions in the event that the sale of the Fund’s portfolio holdings would
create a tax liability. When a Fund experiences a redemption, it will simply exchange its portfolio securities (SPY FLEX Options) for
Shares of the Fund that are being redeemed. This is no different than how any other ETF effectuates in-kind redemptions.

Nonetheless, pursuant to the Staff’s
comment, the following disclosure has been added to “Distribution Tax Risk”:

There is no guarantee that the Fund will be
able to manage its income so that all or a majority of its distributions will be return of capital. If the Fund makes a distribution out
of the Fund’s earnings and profits shareholders will ordinarily be required to pay tax on the distribution in the year of distribution.
A sale of portfolio securities or other assets may generate earnings and profits which may cause some of the Fund’s distributions
to be taxable as dividends.

Comment
6 – Principal Investment Strategies

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

In order to generate the cash necessary to
make the monthly distribution payment to shareholders every month, the Fund will either redeem out its holdings of SPY FLEX Options in-kind
or sell such holdings.

If the Fund intends to sell securities
as a result of in-kind redemptions, please disclose the impact of transaction fees of those sales on the Fund’s return.

Response
to Comment 6

As set forth in the revised disclosure
set forth in Response to Comment 4 and the explanation set forth in Response to Comment 5, the Fund does not intend to sell securities
as a result of in-kind redemptions. It is simply exchanging its portfolio securities in for Shares of the Fund that are being redeemed.
When the Fund purchases the securities comprising the portfolio, it will incur the usual brokerage costs associated with such purchases.
Even still, this possibility is already thoroughly disclosed in “FLEX Options Risk,” the relevant portion of which is set
forth below:

In the event that trading in the FLEX Options
is limited or absent, the value of the Fund’s FLEX Options may decrease. In a less liquid market for the FLEX Options, liquidating
the FLEX Options may require the payment of a premium (for written FLEX Options) or acceptance of a discounted price (for purchased FLEX
Options) and may take longer to complete. A less liquid trading market may adversely impact the value of the FLEX Options and Fund Shares
and result in the Fund being unable to achieve its investment objective. Less liquidity in the trading of the Fund’s FLEX Options
could have an impact on the prices paid or received by the Fund for the FLEX Options in connection with creations and redemptions of the
Fund’s Shares. Depending on the nature of this impact to pricing, the Fund may be forced to pay more for redemptions (or receive
less for creations) than the price at which it currently values the FLEX Options. Such overpayment or under collection could reduce the
Fund’s ability to achieve its investment objective. Additionally, in a less liquid market for the FLEX Options, the liquidation
of a large number of options may more significantly impact the price. A less liquid trading market may adversely impact the value of the
FLEX Options and the value of your investment.

Comment
7 – Principal Investment Strategies

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

In order to generate the cash necessary to
make the monthly distribution payment to shareholders every month, the Fund will either redeem out its holdings of SPY FLEX Options in-kind
or sell such holdings.

If the Fund intends to effectuate
creations in-kind, please disclose the tax impact of such creations.

Response
to Comment 7

As discussed throughout this correspondence,
the Fund does not intend to effectuate creations in-kind. It intends to effectuate creations for cash.

Nonetheless, pursuant to the Staff’s
comment, the following disclosure has been added to “Distribution Tax Risk”:

There is no guarantee that the Fund will be
able to manage its income so that all or a majority of its distributions will be return of capital. If the Fund makes a distribution out
of the Fund’s earnings and profits shareholders will ordinarily be required to pay tax on the distribution in the year of distribution.
A sale of portfolio securities or other assets may generate earnings and profits which may cause some of the Fund’s distributions
to be taxable as dividends.

Comment
8 – Principal Investment Strategies

Please supplementally explain
to the Staff whether the Fund has received a tax opinion regarding the tax consequences of redeeming FLEX Options in-kind and the sale
of securities received in such an in-kind redemption.

Response
to Comment 8

The Adviser has consulted extensively
with tax counsel with regard to its strategy but does not intend to receive a tax opinion.

Comment
9 – Principal Risks

Please confirm to the Staff supplementally
whether there is uncertainty regarding the tax treatment on the redemption of SPY FLEX Options in-kind. If uncertainty exists, please
include risk disclosure highlights that uncertainty and the potential negative consequences of an adverse finding regarding such tax consequences
on the Fund and its shareholders.

Response
to Comment 9

As discussed throughout this correspondence,
the in-kind redemption process is not being utilized to generate cash to fund the monthly distribution payments. There is no unique tax
uncertainty with regard to the utilization of an in-kind redemption mechanism.

Comment
10 – Principal Risks

The Staff notes the following
disclosure set forth in “Distribution Tax Risk”:

It is expected that a significant portion,
and perhaps the entirety, of the Fund’s distributions will be treated as a return of capital.

Please reconcile this disclosure
with the disclosure set forth throughout the section entitled “Principal Investment Strategies” regarding the Fund’s
intent for 100% of distributions to categorized as return of capital.

Response
to Comment 10

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

The Fund seeks to be managed such that the
entirety of the Fund’s distributions will be treated as a return of capital.

Comment
11 – Principal Risks

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

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

Please consider supplementing
such disclosure with additional disclosure regarding the risk of Fund NAV declines over multiple years.

Response
to Comment 11

As described in the prospectus,
the dollar per Share amounts to be paid out on a monthly basis reset every year based on the then-current NAV. Therefore, while the NAV
of the Fund would decline year-over-year if the S&P 500 Index were to experience significant declines (like every other fund tracking
the S&P 500 Index) over multiple years, the distribution amount it would be seeking to pay out would also decrease – since that
amount is based on the Fund’s NAV at the end of the previous years. The risk, as described in the prospectus, relates to single-year
decreases to the Fund’s NAV, when it has not undergone a reset relating to the distribution amount it seeks to pay.

Comment
12 – Principal Risks

The Staff notes the disclosure
set forth in “Managed Payout Risk.” If the Fund intends to sell securities received as part of an in-kind re