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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

January
7, 2025

VIA
EDGAR CORRESPONDENCE

Michael
Rosenberg

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Roundhill
                                         ETF 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 Roundhill ETF Trust (the “Registrant”
or the “Trust”) with the staff of the Securities and Exchange Commission (the “Staff”)
on November 15, 2024 (the “Registration Statement”). The Registration Statement relates to the Roundhill Uranium
ETF (previously, Roundhill Physical Uranium 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

Please
remove the word “Physical” from the name of the Fund or otherwise explain to the Staff how the word complies with
Rule 35d-1, as the Fund does not hold physical uranium.

Response
to Comment 1

Pursuant
to the Staff’s comment, the name of the Fund has been changed to “Roundhill Uranium ETF.”

Comment
2 – Investment Objective

Please
disclose how the Fund measures the price of physical uranium.

Response
to Comment 2

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

The
Fund seeks to provide capital appreciation.

Comment
3 – Fee Table

Please
include a separate line item for acquired fund fees and expenses, if appropriate.

Response
to Comment 3

The
Registrant confirms that it will include a separate line item in the Annual Fund Operating Expenses table for acquired fund fees
and expenses to the extent that the Fund’s acquired fund fees and expenses is 0.01% or greater.

Comment
4 – Principal Investment Strategies

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

The
Fund seeks to provide such exposure to uranium through one or more swap agreements that utilize shares of the Sprott Physical
Uranium Trust (the “Underlying Trust”) as the reference asset.

Please
modify the Fund’s strategy to make clear that the Fund will not derive more than 20% of its exposure to uranium through
the Sprott Physical Uranium Trust, which is a foreign issuer not registered in the United States. It is the Staff’s position
that exposure exceeding 20% to such an issuer is not appropriate as foreign issuers do not provide the requisite amount of information
in their public filings to allow investors to make an informed investment decision regarding exposure to such issuers.

Response
to Comment 4

The
Registrant understands and appreciates the basis of the Staff’s comment but respectfully asserts that it knows of no basis
in statute, regulation or precedent for the Staff’s position that a fund may not have more than a 20% notional exposure
to an issuer not registered in the United States. To support the position that an exposure limit should apply, the Staff has referenced
the June 24, 1996, Morgan Stanley & Co., Incorporated, no-action letter (the “MS Letter”). In our view,
the MS Letter addresses a different scenario than what is presented here, and, as a result, should not control what is required
for this filing. In addition, the MS Letter does not reference a specific notional exposure limit. The MS Letter relates to disclosure
issues concerning a registered offering of securities that are fully exchangeable for another security. In the present circumstance,
to the extent that the Fund would provide exposure to another issuer (the “Target Asset”), the Fund does not
contemplate owning the Target Asset directly and in no circumstance would the Target Asset be exchangeable for the assets of the
Fund.

It
is expected that the vast majority of the Fund’s assets (over 90%) will consist of U.S. Treasury securities or cash and
the remainder will consist of swap contracts that provide exposure to the spot price of uranium or companies or trusts that provide
similar exposures to uranium (the “Uranium Assets”). The Fund intends to enter into such swap arrangements
with regulated swap providers. While the value of the swaps will be heavily impacted by the spot price of uranium and/or the market
value of the Uranium Assets, the swaps are not issued by the issuer of a Uranium Asset nor are they exchangeable for a Uranium
Asset. The swaps are solely the obligations of the swap providers and any payments due to Fund (as a result of the swaps) will
be the obligations of the swap providers and not an issuer of a Uranium Asset. Additionally, the Registrant has no affiliation
with, and has had no contact with, any Uranium Asset issuer.

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To
satisfy the Fund’s disclosure obligations under the Federal securities laws and Form N-1A, the Registrant has included robust
disclosure regarding the Uranium Assets in the sections entitled “Principal Investment Strategies” and “Principal
Risks.” The section entitled “Principal Risks” contains significant disclosure relating to the uranium market
in general, as set forth in “Uranium Risk.” “Principal Risks” also contains voluminous disclosure regarding
the Fund’s use of swap agreements, including “Swap Agreements Risk,” “Derivatives Risk,” “Counterparty
Risk,” “Liquidity Risk,” “Swap Counterparty Concentration Risk” and “Valuation Risk.”
The Registrant has also included risk disclosure regarding the Fund’s portfolio of short-term U.S. Treasury securities and
money market funds, including “Money Market Funds Risk” and “U.S. Government Securities Risk.” The Registrant
believes it has met its disclosure obligations.

Comment
5 – Principal Investment Strategies

Please
supplementally disclose to the Staff whether the Fund will have significant exposure to any single issuer, whether directly or
indirectly through derivative instruments.

Response
to Comment 5

The
Registrant, ideally, seeks to derive 100% of the Fund’s economic exposure to uranium from swap agreements that utilize the
spot price of uranium as the reference asset (“Spot Uranium Derivatives”). However, at present, the Registrant
anticipates that it may be difficult for the Fund to source sufficient swap exposure to satisfy the Fund’s expected needs.
Over time, the Registrant believes that swap capacity will grow, and an increasingly larger portion of the Fund’s economic
exposure will be derived from Spot Uranium Derivatives. In the interim, the Fund seeks to provide a significant portion of the
Fund’s exposure to uranium from derivatives that utilize the Sprott Physical Uranium Trust or Yellow Cake Plc as the reference
asset.

Comment
6 – Principal Investment Strategies

Please
supplementally explain to the Staff whether the Fund wholly owns or primarily controls any entity that primarily engages in investment
activities and whether the Fund expects to wholly own or primarily control any such entity.

Response
to Comment 6

The
Registrant confirms that the Fund will undertake investments in Sprott Uranium Derivatives exclusively through a wholly-owned
subsidiary of the Fund organized under the laws of the Cayman Islands. The Fund’s prospectus and statement of additional
information have been revised to include the requisite disclosures and commitments that correspond to the use of such an entity.

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Comment
7 – Principal Risks

The
Staff notes the “Risks of Investing in Emerging Markets,” “Kazakhstan Risk,” “Canada Risk,”
and “Australia Risk” under the heading “Uranium Risk.” set forth the section entitled “Principal
Risks.” Inasmuch as the Fund does not invest in uranium companies, please supplementally explain to the Staff how investing
in companies located in emerging markets, including Kazakhstan, Canada, and Australia, are principal risks associated with the
Fund. Instead, consider adding geographic concentration risks that states that because uranium ore is geographically concentrated
in a few countries, the performance of the Fund may be more volatile than a more geographically diversified Fund.

Response
to Comment 7

Pursuant
to the Staff’s comment, “Kazakhstan Risk,” “Canada Risk,” and “Australia Risk” have
been removed from “Uranium Risk” and nested beneath a new risk entitled “Geographic Exposure Risk” set
forth below.

GEOGRAPHIC
EXPOSURE RISK. Uranium ore production is significantly concentrated in a small number of countries, namely Kazakhstan, Canada
and Australia. Accordingly, the Fund’s significant exposure to uranium will subject it to the economic, political, regulatory,
or other events or conditions affecting these countries and cause the Fund to be more volatile than a more geographically diversified
fund. Set forth below are a description of individual risks relating to each such country.

Furthermore,
the Fund has modified each such risk to remove certain references to companies operating in such countries as the Fund will not
invest directly in such companies. However, the Registrant asserts that certain references to such companies are appropriate.
While the Fund does not invest direct in companies operating within the uranium ecosystem, the ability of such companies to continue
to operate, and operate profitably, does directly impact the supply of uranium, which has a large impact of the value of uranium.
Accordingly, the Registrant believes that the referenced disclosure does accurately describe a principal risk to the Fund.

Comment
8 – Principal Risks

In
accordance with Comment 4 above, please revise the Principal Risks section to reflect the risks associated with any reference
assets that replace, or are used in conjunction with, the Sprott Physical Uranium Trust.

Response
to Comment 8

Pursuant
to the Staff’s comment, the section entitled “Principal Risks” has been revised to include “Yellow Cake
Plc Risk,” set forth below.

YELLOW
CAKE PLC RISK. The Fund may
derive a material amount of its economic exposure to physical uranium as a result investments in securities of Yellow Cake and
swap agreements that reference Yellow Cake. Accordingly, the Fund is especially subject to certain risks pertaining to Yellow
Cake, set forth below. In addition the risks listed below, Yellow Cake is also subject to “Uranium Risk,” “Uranium
Market Liquidity Risk” and “Uranium Custody Risk” set forth above.

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KEY
SUPPLIERS RISK. Yellow Cake’s
business model is highly dependent upon its long-term agreements with a relatively small number of uranium suppliers. In particular,
it has an exclusive agreement with Kazatomprom that provides Yellow Cake with access to uranium at competitive prices. In the
event that, Kazatomprom or any of Yellow Cake’s other suppliers, for whatever reason, were unable or unwilling to fulfill
their obligations to Yellow Cake, its business model may be significantly impacted.

Non-U.s.
Regulation Risk. Yellow Cake
is incorporated in Jersey, Channel Islands, and is regulated by the Jersey Financial Services Commission. While Yellow Cake is
subject to Jersey’s laws on corporate governance, anti-money laundering and counter-terrorism financing, such regulations
are known to be less onerous than U.S. federal securities laws, resulting in fewer reporting and compliance burdens.

DELISTING
RISK. Yellow Cake’s shares are listed on
the London Stock Exchange, subjecting Yellow Cake the UK Financial Conduct Authority’s rules and regulations. To the extent
that Yellow Cake were to be found out of compliance with such rules and regulations, its shares could be delisted, which would
significantly negatively impact the company and its shareholders.

Comment
9 – Principal Risks

The
Staff notes the “New Fund Risk” set forth in the section entitled “Principal Risks.” Please revise the
disclosure to state that there can be no assurance that the Fund will be successful or grow to a viable size, that an active trading
market for the Fund shares will develop or that the Fund’s share listing will continue unchanged.

Response
to Comment 9

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

Comment
10 – Principal Risks

The
Staff notes “Structural ETF Risks—Cash Transactions Risk” set forth in the section entitled “Principal
Risks.” Please explain if this is a principal risk and, if the Fund intends to effect a substantial portion of creations
and redemptions for cash rather than in-kind securities, please consider highlighting that fact in the principal strategies discussion
or move this item into the Item 9 discussion.

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Response
to Comment 10

Pursuant
to the Staff’s comment, the first sentence of “Structural ETF Risks—Cash Transactions Risk” has been revised
to include the following disclosure:

The
Fund expects to effect a significant portion of its creations and redemptions for cash, rather than in-kind securities.

Comment
11 – Performance

Please
identify the broad-based index the Fund intends to use as its benchmark.

Response
to Comment 11

The
Fund intends to use the Solactive GBS Global Markets All Cap USD Index TR as its broad-based index.

Comment
12 – Statement of Additional Information

The
Staff notes that it is unable to locate the sub-advisory fees in the section entitled “Investment Adviser and Other Service
Providers—Investment Sub-Advisor” in the Statement of Additional Information. Please revise the disclosure to include
sub-advisory fees.

Response
to Comment 12

The
Registrant confirms that on a yearly basis the Statement of Additional Information will contain a table specifying the amount
of sub-advisory fees paid by the Adviser to the Sub-Adviser over the prior fiscal year.

* * * * * * * *

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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