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

January 16, 2025

VIA EDGAR CORRESPONDENCE

Eileen Smiley

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 Ms. Smiley:

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 September 20, 2024 (the “Registration
Statement”). The Registration Statement relates to the Roundhill Weekly T-Bill 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 reminds the Registrant
and its management that they are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action
or absence of action by the Staff. Where a comment is made in one location, it is applicable to all similar disclosures appearing elsewhere
in the Registration Statement. Please ensure that corresponding changes are made to all similar disclosure.

Please provide responses to all
of the Staff’s comments on EDGAR at least five business days before the effective date of the Registration Statement.

Response
to Comment 1

The Registrant confirms that corresponding
changes made in response to the Staff’s comments have been made to any similar disclosure throughout the Registration Statement
and that it will provide the Staff with a response letter in the form of correspondence at least five business days before effectiveness.

Comment
2 – Principal Investment Strategies

Please supplementally explain
to the Staff whether the Fund’s 80% policy will be to invest in T-Bills with the remaining maturity being between 0 and 3 months.

Response
to Comment 2

The Registrant confirms that the
Fund’s 80% investment policy applies to T-Bills with remaining maturities of 0 and 3 months.

Comment
3 – Principal Investment Strategies

Please supplementally disclose
to the Staff and, if appropriate, disclose whether the Fund will invest in other instruments beyond T-Bills in connection with the 20%
of its portfolio not covered by the articulated 80% investment policy.

Response
to Comment 3

The Fund currently intends to
invest substantially all of its assets in T-Bills.

Comment
4 – Principal Investment Strategies

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

The Fund will choose which
T-Bills to sell based upon its goal of keeping the weighted average maturity and yield-to-maturity of its portfolio of T-Bills comparable
with the weighted average maturity and yield-to-maturity of the overall market for T-Bills with a maturity of between 0 and 3 months.

Please supplementally explain
to the Staff how the Fund intends to determine the average maturity and yield-to-maturity of the overall market for T-Bills.

Response
to Comment 4

The Registrant has removed the
disclosure referenced by the Staff. The Fund no longer seeks to maintain a specific weighted average maturity or yield-to-maturity. Instead,
the Adviser will actively manage the Fund’s portfolio of T-Bills based upon prevailing market conditions.

Comment
5 – Principal Investment Strategies

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

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The Fund is classified as
“non-diversified” under the Investment Company Act of 1940 (the “1940 Act”).

Given that the Fund invests in
T-Bills and such are not counted for purposes of the Fund’s diversification test, please supplementally explain to the Staff, and
include disclosure where appropriate, of the other investments in the 20% bucket that might classify the Fund as non-diversified.

Response
to Comment 5

It is anticipated that the Fund
will be operated in such a manner that it will be “diversified” under the 1940 Act. However, the Registrant always elects
that new funds self-classify as “non-diversified” upon their launch. This allows the Fund to maintain optionality with regard
to how it is operated. If, as is anticipated, the Fund is operated in a diversified manner for three consecutive years, its status will
automatically convert from “non-diversified” to “diversified.”

Comment
6 – Principal Investment Strategies

Please confirm to the Staff that
the Fund does not seek exposure to T-Bills through the use of derivatives or investments in other investment companies.

Response
to Comment 6

The Fund confirms that it does
not seek exposure to T-Bills through the use of derivatives or investments in other investment companies.

Comment
7 – Principal Risks

The Staff notes that
the principal risks appear in alphabetical order. Please order the risks to prioritize the risks that are most likely to adversely affect
the Fund’s net asset value, yield and total return.

Response
to Comment 7

The Fund respectfully declines
to revise the disclosure as requested by the Staff. Ultimately, the Fund has reached the same conclusion as many other industry participants
and declines to make the requested revisions as it believes the disclosure is compliant with the requirements of Form N-1A. The Fund continues
to evaluate its approach to the ordering of risk factors in light of recent Commission guidance.

Comment
8 – Principal Risks

The Staff notes “Active
Market Risk” set forth the section entitled “Principal Risks.” Please consolidate this risk factor with the Structural
ETF Risks disclosure or tailor this risk to other active market risks that are not already disclosed therein.

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Response
to Comment 8

Pursuant to the Staff’s
comment, the referenced disclosure has been consolidated under “Structural ETF Risks.”

Comment
9 – Principal Risks

The Staff notes “Interest
Rate Risk” set forth in the section entitled “Principal Risks.” Given the recent rate cut by the Federal Reserve and
speculation for future rate cuts, please consider adding risk disclosure regarding the impact to the Fund of a decreasing interest rate
environment, as well as any impact such would have on the Fund’s principal investment strategy.

Response
to Comment 9

Pursuant to the Staff’s
comment, “Interest Rate Risk” has been revised as set forth below.

INTEREST RATE RISK. Interest rate risk
is the risk that the value of the debt securities in the Fund’s portfolio will decline because of rising market interest rates.
Interest rate risk is generally lower for shorter term debt securities and higher for longer-term debt securities. The U.S. Federal Reserve’s
recent cycle of decreasing interest rates has led to rising bond prices, benefitting fixed-income investments in the short term. However,
this environment also increases reinvestment risk as maturing bonds and coupon payments are likely to yield lower returns. Duration is
a reasonably accurate measure of a debt security’s price sensitivity to changes in interest rates and a common measure of interest
rate risk. Duration measures a debt security’s expected life on a present value basis, taking into account the debt security’s
yield, interest payments and final maturity. In general, duration represents the expected percentage change in the value of a security
for an immediate 1% change in interest rates. For example, the price of a debt security with a three-year duration would be expected to
drop by approximately 3% in response to a 1% increase in interest rates. Therefore, prices of debt securities with shorter durations tend
to be less sensitive to interest rate changes than debt securities with longer durations. As the value of a debt security changes over
time, so will its duration.

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

The Fund intends to conduct creations
and redemptions primarily for cash. While the Registrant does not view the use of cash creations and redemptions to be a particularly
material risk, it is the understanding of the Registrant that it is a long-standing Staff position that the use of cash creations and
redemptions does constitute a principal risk and such risk disclosure ought to be included in Item 4.

In accordance with the Staff’s
comment, disclosure has been added in Item 9 regarding the Fund’s intent to effectuate creations and redemptions in cash.

Comment
11 – Performance

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

Response
to Comment 11

The Fund intends to use the Solactive
Global Developed Government Bond TR USD Index as its broad-based index.

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

Please summarize the disclosures
set forth in the Item 4 discussion and/or expand the disclosures set forth in the Item 9 discussion so that they are not the same length.

Response
to Comment 12

Pursuant to the Staff’s
comment, the Registrant will consider ways by which it can expand the Item 9 strategy disclosure.

Comment
13 – Additional Risks of Investing in the Fund

Please consider adding more detailed
risk disclosure for the statutory risks. Please also consider adding “Borrowing Risk” the statutory risks section.

Response
to Comment 13

The Registrant has intentionally
included detailed risk disclosures in Item 4, as the summary prospectus is the document most likely to viewed by investors. However, moving
forward, the Registrant will consider ways by which it can expand Item 9 risk disclosure.

Comment
14 – Statement of Additional Information

The Staff notes the management
fees table in the second paragraph of the section entitled “Investment Adviser and Other Service Providers—Investment Sub-Advisor.”
Please confirm that this table will include sub-advisory fees.

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Response
to Comment 14

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.

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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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