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

August 8, 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 (the “Trust”)

    File Nos. 333-273052; 811-23887

Dear Mr. Rosenberg:

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 17, 2024 (the “Registration Statement”). The Registration Statement relates to the Roundhill China Dragons ETF
(formerly Roundhill Lucky Eight 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 term “Lucky”
in the name of the Fund. The term may be misleading and deceptive and may suggest the securities comprising the Fund’s portfolio
are somehow “lucky” and hence have more investment and other advantages than other securities. Accordingly, please delete
the term from the name or explain how the Fund complies with Section 35(d) of the 1940 Act with respect to the term “Lucky.”

Response
to Comment 1

Pursuant to the Staff’s
comment, the Fund’s name has been revised to “Roundhill China Dragons ETF.”

Comment
2 – Principal Investment Strategies

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

The Fund is an actively
managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective through investment exposure to the companies
comprising the “Lucky Eight,” a group of eight Chinese companies commonly recognized for their market dominance in technological
innovation.

Please explain the phrase
“commonly recognized” and the basis for determining those companies. If it is based upon Roundhill’s belief of which
companies are dominant, then please state that the Fund is comprised of those companies Roundhill believes to be dominant and explain
how they make that assessment.

Response
to Comment 2

Pursuant to Comment
#1, the Fund’s name and strategy has been changed. Pursuant thereto, the Registrant believes this comment is no longer applicable.

Comment
3 – Principal Investment Strategies

Please disclose whether the Fund
invests in variable interest entities (VIEs). If so, please describe those entities and disclose the risks or explain why the Fund does
not think risk disclosure is necessary.

Response
to Comment 3

While the Fund does not currently
intend to invest directly in VIEs, it may invest in ADRs that reference companies structured as VIEs. Accordingly, the following disclosure
has been added to the sections entitled “Principal Investment Strategies” and “Principal Risks,” respectively.

Some of the ADRs to which the Fund will have exposure
may be structured as variable interest entities or “VIEs.” A VIE is a special structure designed to provide foreign investors
with exposure to Chinese companies. Investments in VIEs come with additional risks that are described in the section entitled “Principal
Risks.”

VARIABLE INTEREST RISK. Exposure to VIEs
may pose additional risks because the investment is made in reference to an intermediary shell company that has entered into service and
other contracts with the underlying Chinese operating company to provide investors with exposure to the operating company, but does not
represent equity ownership in the operating company. As a result, such investment may limit the rights of an investor with respect to
the underlying Chinese operating company. VIEs allow foreign shareholders to exert a degree of control over, and obtain economic benefits
arising from, the operating company without formal legal ownership. However, the contractual arrangements between the shell company and
the operating company may not be as effective in providing operational control as direct equity ownership, and a foreign investor's rights
may be limited by, for example, actions of the Chinese government which could determine that the underlying contractual arrangements on
which control of the VIE is based are invalid. The contractual arrangement on which the VIE structure is based would likely be subject
to Chinese law and jurisdiction, which could raise questions about how recourse is sought. Investments through VIEs may be affected by
conflicts of interest and duties between the legal owners of the VIE and the stockholders of the listed holding company, which could adversely
impact the value of investments. VIEs are not formally recognized under Chinese law and investors face uncertainty about future actions
by the Chinese government that could significantly affect the operating company's financial performance and the enforceability of the
contractual arrangements underlying the VIE structure. Prohibitions of these structures by the Chinese government, or the inability to
enforce such contracts, from which the shell company derives its value, would likely cause the VIE-structured holding(s) to suffer significant
losses, and in turn, adversely affect the Fund's returns and net asset value.

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Comment
4 – 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 instruments (including equity securities, ADRs, swap agreements
and/or forward contracts) that provide exposure to one or more of the Lucky Eight.

Please clarify whether H-Shares
are included in the 80% policy. Please also consider revising “one or more” to “a combination.” Please also supplementally
confirm if the Fund will ever have exposure to just one single issuer.

Response
to Comment 4

The Fund does not currently
intend to invest in H-Shares. Additionally, pursuant to changes to the Fund’s name and strategy in response to other Staff comments,
the referenced disclosure has been revised as set forth below:

The Fund seeks exposure
to each issuer in its portfolio through direct holdings of American Depositary Receipts (“ADRs”), or through synthetic exposure
provided by derivative instruments, such as swap agreements or forward contracts, on ADRs. The Fund will invest at least 80% of its net
assets (plus any borrowings for investment purposes) in instruments (including ADRs and derivatives on ADRs) that provide exposure to
Chinese issuers. For purposes of compliance with this investment policy, derivative contracts (i.e. swap agreements and forward contracts)
will be valued at their notional value.

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Comment
5 – Principal Investment Strategies

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

The Fund’s investment
adviser, Roundhill Financial Inc. (“Roundhill” or the “Adviser”), determines which companies comprise the Lucky
Eight in its sole discretion based upon its assessment of what the market believes are the most dominant Chinese companies in terms of
technological innovation.

Please confirm whether the Sub-Adviser
has a role in determining which companies the Fund invests. Please also confirm how Roundhill determines what the market believes are
“the most dominant Chinese companies” and which factors go into their assessment of dominance. Please also disclose how the
Fund defines “technological innovation.”

Response
to Comment 5

Pursuant to the Staff’s
comment, and changes to the Fund’s name and strategy, the second paragraph of the section entitled “Principal Investment Strategies”
has been revised as set forth below.

In determining which companies are properly classified
as China Dragons, the Adviser uses a proprietary methodology that incorporates both quantitative and qualitative elements. The initial
selection universe is composed of the 100 largest Chinese equity securities according to market capitalization. The Adviser further narrows
the universe by applying quantitative screens (based upon a security’s market capitalization and average daily trading volume) and
qualitative screens (based on the Adviser’s proprietary assessment of each company’s degree of technological innovation) to
classify at least five issuers as China Dragons.

In addition, the Registrant confirms
that the Sub-Adviser will have no role in selecting the securities that will comprise the Fund’s portfolios.

Comment
6 – Principal Investment Strategies

Please supplementally confirm
whether the Fund will invest through an entity primarily controlled by the Fund.

Response
to Comment 6

The Trust confirms that
the Fund will not invest through an entity primarily controlled by the Fund.

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Comment
7 – Principal Risks

The Staff notes the risk entitled
“China Risk” in the section entitled “Principal Risks.” Please consider adding risk disclosure regarding the differences
in record keeping for Chinese companies.

Response
to Comment 7

Pursuant to the Staff’s
comment, the referenced disclosure has been revised to include the following disclosure:

Chinese companies may also be subject to significantly
weaker recordkeeping requirements than the requirements imposed upon U.S. companies.

Comment
8 – Principal Risks

The Staff notes the risk entitled
“Hong Kong Risk” in the section entitled “Principal Risks.” Please consider adding disclosure specific to H-Shares,
including the risks related to the Hong Kong exchange and any heightened risk to foreigners transacting on the Hong Kong exchange.

Response
to Comment 8

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

HONG KONG RISK. Investments in Hong Kong
issuers will subject the Fund to legal, regulatory, political, currency, security, and economic risk specific to Hong Kong. China is Hong
Kong’s largest trading partner, both in terms of exports and imports. Any changes in the Chinese economy, trade regulations or currency
exchange rates, or a tightening of China’s control over Hong Kong, may have an adverse impact on Hong Kong’s economy. Additionally,
Hong Kong is a small island state with few raw material resources and limited land area and is reliant on imports for its commodity needs.
Any fluctuations or shortages in the commodity markets could have a negative impact on the Hong Kong economy.

The Registrant has no current
intention of investing in H-Shares, accordingly, corresponding risk disclosure relating thereto has not been included.

Comment
9 – Performance

Please supplementally confirm
the broad-based index the Fund plans on using.

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Response
to Comment 9

The Trust confirms that the Solactive
GBS Global Markets All Cap USD Index TR will serve as the Fund’s broad-based securities market index.

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

The Staff notes the subsection
“Borrowing Money” set forth in the section entitled “Additional Information About the Fund’s Principal Investment
Strategies—Non-Principal Strategies.” Please confirm that the Fund will not borrow money for leveraging purposes. To the extent
that the Fund intends to utilize borrowing, please include corresponding risk disclosure.

Response
to Comment 10

The Registrant confirms
that the Fund will not borrow money for leveraging purposes.

Comment
11 – Management of the Fund

The Staff notes the section entitled
“Management of the Fund—Investment Adviser.” Pursuant to Item 10 of Form N-1A, please describe the Adviser’s experience
as an investment advisor and state whether the Adviser is an SEC-registered investment advisor.

Response
to Comment 11

Pursuant to the Staff’s
comment, the referenced section of the prospectus has been revised to include the following disclosure:

The Adviser is an SEC-registered investment adviser
that has provided investment advisory services to pooled investment vehicles since 2019, including to 1940 Act-registered ETFs, private
funds and a UCITS ETF.

Comment
12 – Management of the Fund

The Staff notes the section entitled
“Management of the Fund—Investment Sub-Adviser.” Pursuant to Item 10 of Form N-1A, please describe the Sub-Adviser’s
experience as an investment advisor and state whether the Sub-Adviser is an SEC-registered investment advisor.

Response
to Comment 12

Pursuant to the Staff’s
comment, the referenced section of the prospectus has been revised to include the following disclosure:

The Sub-Adviser is an SEC-registered investment
adviser that has provided investment advisory services to pooled investment vehicles since 2009, including to over 50 1940 Act-registered
ETFs as of March 2024.

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Comment
13 – Statement of Additional Information

The Staff notes the section entitled
“Investment Adviser and Other Service Providers” set forth in the Statement of Additional Information. Pursuant to Item 19
of Form N-1A, please disclose the following information with respect to each investment advisor:

 1. the general nature of the advisor’s business and, if material, the business history of any organization
that controls such advisor; and

 2. the name of any affiliated person of the Fund who is also an affiliated person of the advisor and a list
of any capacities in which such person is affiliated with the Fund and such advisor.

Response
to Comment 13

Pursuant to the Staff’s
comment, the referenced section of the Statement of Additional Information has been revised to include the following disclosure:

Roundhill is a Delaware limited liability company
that is controlled by its founding members, Will Hershey and Timothy Maloney. Will Hershey currently serves as the President of the Trust
and Timothy Maloney serves as the Chairman of the Board of Trustees, Treasurer and Chief Financial Officer of the Trust, while also continuing
to serve in their roles as Co-Founders of the Adviser. The Adviser is an SEC-registered investment adviser that has provided investment
advisory services to pooled investment vehicles since 2019, including to 1940 Act-registered ETFs, a private fund and a UCITS ETF.

Comment
14 – Exhibits

Please provide a Power of Attorney
that is no more than six months from the date of the filing.

Response
to Comment 14

The Trust confirms that
it will provide updated Powers of Attorney as soon as is reasonably practicable.

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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

    By:
    /s/ Morrison C. Warren

    Morrison C. Warren

 cc: Richard Coyle, Esq., Chapman and Cutler LLP

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