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        www.mofo.com

        morrison foerster llp

        beijing, berlin, boston,

        brussels, denver, hong kong,

        london, los angeles, new york,

        northern virginia, palo alto,

        san diego, san francisco, shanghai,

        singapore, tokyo, washington, d.c.

May 28, 2020

By Edgar Transmission

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sonny Oh

 Re: Arca U.S. Treasury Fund

Registration Statement on Form N-2 File No. 333-236320

Pre-effective Amendment No. 6 on Form N-2 File No 811-23392

Dear Mr. Oh:

On behalf of Arca U.S. Treasury Fund (the
“Registrant” or the “Fund”), we submit this response to comments received via telephone from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on February 26, 2020. The Staff’s comments related to the above-referenced Registration Statement on Form N-2 filed with
the Commission on February 2, 2020 (the “Registration Statement”).

A summary of the Staff’s comments,
along with the Registrant’s responses, is set forth below. The responses are also reflected, to the extent applicable,
in Pre-Effective Amendment No. 1 to the Registration Statement, filed with the Commission on May 28, 2020 (the “Amendment”).
Please note that the summary below excludes those comments related solely to typographical errors in the Registration Statement,
all of which have been addressed in the Amendment. Moreover, the Registrant acknowledges the Staff’s comment regarding remaining
blanks in the Registration Statement. Although some blanks remain in the current draft (e.g., page referenced and share
ownership), all such blanks will be resolved prior to effectiveness of the Registration Statement.

Unless otherwise noted, capitalized terms
used herein have the same meaning as in the Registration Statement. Where changes made in response to a comment relate to disclosure
found in more than one place in the Registration Statement, conforming changes have been made throughout the document.

General

 1. Pursuant to Item 24 and Item 25 of Form N-2, the Registrant must file seed financial statements (reflecting net amounts) and
the auditor’s consent.

Response: The Registrant intends to include
the Fund’s seed financial statements and the auditor’s consent in a subsequent pre-effective amendment.

U.S. Securities and Exchange Commission

May 28, 2020

Page Two

COVER PAGE

 2. Under the heading “The Offering” please revise the disclosure to more clearly reflect that the Fund’s transfer
agent maintains the official shareholder records.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

 3. Under the heading “The Offering” please minimize the use of technical descriptions of the Ethereum. To the extent
possible, please use Plain English to describe the operation of the Ethereum network and the Fund’s smart contracts.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

 4. Please remove all references to “stablecoins” throughout the Amendment.

Response: The Registrant
has revised its disclosure to address the Staff’s comment.

 5. Please clarify the role of the transfer agent in peer-to-peer transactions.

Response: The Registrant
has revised its disclosure to address the Staff’s comment.

 6. Please supplementally provide the Staff with a copy of the Fund’s written anti-money laundering/know your customer procedures.

Response: The Registrant has provided the
Staff with such procedures on a confidential basis.

 7. Please add a section to the prospectus entitled “Peer-to-Peer Transactions.” Such section should include information
regarding the role of the Fund’s transfer agent, tax implications of peer-to-peer transfers of the Fund’s shares, and
provide shareholders with a step-by-step guide for purchasing and transferring the Fund’s shares.

Response: The Registrant has added a new section
to the prospectus entitled “Peer-to-Peer Transactions” and has cross-referenced to that section on the Cover Page.

 8. Under the heading “The Offering,” please clarify that there may be “low or no transactional volume”
in peer-to-peer transfers of the Fund’s shares. Please also delete the reference to a “small set of prices available”
upon which to base the value of Fund shares in peer-to-peer transactions.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

U.S. Securities and Exchange Commission

May 28, 2020

Page Three

 9. To the list of factors that shareholders should consider before investing please add the following:

 • The Fund will not invest directly or indirectly in digital assets, including digital securities.

 • Shareholders can engage in peer-to-peer transactions using blockchain technology. However, the Fund’s transfer agent
will maintain the official record of the Fund’s shareholders.

Please also highlight or set this list of factors
out in a more prominent fashion.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

10. In the list of factors
that shareholders should consider before investing, please add to the following factor “The amount of distributions that
the Fund may pay, if any, is uncertain,” a statement to the effect that there is no assurance that the Fund will maintain
a particular level of distributions, nor is there any guarantee that the Fund will make distributions at any particular time.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

11. In the penultimate factor
in the list of factors that shareholders should consider before investing, please reconcile the statement “All or a portion
of a distribution may consist of a return of capital” with statements elsewhere in the prospectus.

Response: As discussed with the Staff, after
additional consideration of the Fund’s proposed holdings, the Fund does not believe that this statement is necessary. Accordingly
this statement has been deleted.

12. In the final factor in
the list of factors that shareholders should consider before investing, please change the disclosure to reflect that there will
initially be “limited to no liquidity” in the Fund’s shares.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

 13. In footnote 2 to the table calculating the proceeds of the offering, please retain the following disclosure (if accurate):
“Such expenses, although payable by the Fund, are indirectly paid by investors in this offering and will immediately reduce
the NAV of each share purchased in this offering.”

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

U.S. Securities and Exchange Commission

May 28, 2020

Page Four

 14. As required by Item 1(l) of Form N-2, the Registrant has included disclosure to the extent that “if you own these shares
through a financial intermediary, such as a broker-dealer or bank, you may contact your financial intermediary to request that
you continue to receive paper copies of your shareholder reports.” The staff notes that neither the Commission nor its staff
has yet issued guidance regarding how a registered broker-dealer may maintain custody of digital securities in compliance with
Rule 15c3-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Please explain how a
registered broker-dealer may hold digital securities issued by the Fund in light of this lack of guidance.

Response: The Registrant notes that Form N-2
requires the inclusion of the statements related to a shareholder’s ability to obtain paper copies of reports “if applicable.”
The Registrant has determined that a registered broker-dealer cannot currently take custody of the Fund’s shares (which will
be issued only as digital securities). Accordingly, this statement is not applicable and has been removed from the otherwise required
disclosure.

PROSPECTUS SUMMARY

The Offering

 15. On page 2 in the second paragraph beginning “The Fund will issue its shares as digital securities …,” please
use Plain English to describe the role of the transfer agent. For example, consider describing the use of book entry systems, the
lack of certificates, and that the transfer agent serves as the securities depository for the Fund’s shares.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

 16. The Staff notes that the Registrant deleted the fourth paragraph on page 2 related to the payment of transaction fees (or “gas”)
on the Ethereum network. The Staff recommends having a short description of the use of gas to pay network fees in the Prospectus
Summary.

Response: The Registrant has included this
disclosure in the new section entitled “Peer-to-Peer Transactions.”

Blockchain Administrator and Developer

17. On page 4, under the heading
“Blockchain Administrator and Developer,” please describe how the administrative role of the Blockchain Administrator
differs from the Fund’s administrator.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

U.S. Securities and Exchange Commission

May 28, 2020

Page Five

Closed-End Fund Structure and Limited Liquidity

 18. On page 5, under the heading “Closed-End Fund Structure and Limited Liquidity” please clarify the language to make
the role of the transfer agent clearer. In particular, please revise the following sentences to better reflect that the transfer
agent maintains the Fund’s official shareholder records:

 • Data related to ownership of the Fund’s shares, including transactions involving the shares, are recorded on the Ethereum
blockchain and administered by the Transfer Agent.

 • The Transfer Agent will reconcile the blockchain transactions with the Fund’s records on at least a daily basis.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

Repurchase of Shares

19. Please reconcile the disclosure
here with that on page 55 and on page 12 of the Statement of Additional Information (“SAI”) to reflect whether
all shares tendered for purchase will be repurchased if a shareholder holds less than 1,000 shares or less than 100 shares.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

Risks of Digital Securities

 20. On page 7 in the paragraph regarding Management Risk, and throughout the Prospectus and the SAI, please refer to peer-to-peer
transactions on the Ethereum blockchain as either “transactions” or “transfers.” Do not refer to peer-to-peer
transactions as “trades.”

Response: The Registrant has revised its disclosure
to address the Staff’s comment. The Registrant notes that discussion of potential future fund attributes include references
to “trading” in ArCoins on an ATS or similar public, decentralized or centralized electronic exchange operated by a
registered broker-dealer and that is subject to Regulation ATS. The Registrant believes that such transfers on a public exchange
would involve “trades” in the fund’s securities within the meaning of the Exchange Act. Accordingly, that characterization
has been retained.

 21. On page 7 in the paragraph related to “Liquidity Risk,” please define the “Repurchase Offer Policy”
and use that term throughout the Prospectus when referring to the Fund’s quarterly share repurchase program.

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

 22. On page 10, please change the heading “Risks Related to Use of the Ethereum Blockchain” to “The Risks
Related to Use of the Ethereum Blockchain.”

Response: The Registrant has revised its disclosure
to address the Staff’s comment.

U.S. Securities and Exchange Commission

May 28, 2020

Page Six

 23. On page 10, under the heading “Risks Related to Use of the Ethereum Blockchain,” the Fund has disclosed that “If
an investor does not maintain adequate ether in their wallet, the Transfer Agent may withhold such transaction fees from the proceeds
of a transaction.” Please confirm if such withholding is the only manner in which this payment can be made. Alternatively,
if the Transfer Agent can pay this fee and seek reimbursement, please supplementally address that process and revise the disclosure
to reflect this option.

Response: The Registrant notes that payment
of transaction fees is the responsibility of the shareholder initiating a transfer. Thus, if a shareholder’s wallet contains
adequate ether to make the transfer, the transaction fee will be paid directly by the shareholder. If, however, the shareholder’s
wallet does not contain adequate ether to pay the gas, the Transfer Agent may add the US dollar value of the required transaction
fee to the shareholder’s transaction amount or withhold the US dollar value of the required transaction fee from the proceeds
of a transaction. The Transfer Agent will not pay this fee and seek reimbursement from individual shareholders.

 24. Please supplementally describe the accounting basis and treatment under U.S. GAAP of the Fund’s payment of gas charges
in connection with the Fund’s distribution payments (as described on page 11). Please explain where an estimate of this charge
is reflected in the Fund’s fee table.

Response: The gas charges are treated as shareholder
servicing costs related to redemption processing and, as such, they would generally be accrued daily and calculated as part of
the NAV per share. Pursuant to guidance under FASB ASC 946-220-45-3, shareholder service costs, including fees and expenses for
the transfer agent and dividend disbursing agent would normally be reported as such and separately identified. That said, however,
the Adviser does not believe the gas charges to be a material expense of the Fund. Assuming an average account size of $1,000,
which is the minimum account size, average gas charges of $0.17 per transaction, and a fully subscribed offering of 100 million
shares, the gas charge per $1.00 NAV per share would be $0.00017 per share. Pursuant to Rule 2a-4(b) under the 1940 Act, expenses
and/or income items are not required to be accrued daily if the net cumulative amount is less than one cent per outstanding share.
Therefore, such gas expenses are not separately identified in the expense table for the Fund.

Structural Risks

 25. The Staff notes that there is significant disclosure of conflicts of interest here and in other locations in the Prospectus
and the SAI. The Staff believes that the current disclosure is not appropriately tailored to the product. Please review this disclosure
to ensure that it reflects the current state of the product.

Response: The Registrant has revised the disclosure
in response to the Staff’s comment.

U.S. Securities and Exchange Commission

May 28, 2020

Page Seven

 26. The Staff notes that the heading “Management Risk” occurs as both a structural risk and an investment-related risk,
but that the disclosure is substantially similar. Please consider if such disclosure should occur as one type of risk or the other.

Response: The Registrant has revised the disclosure
in response to the Staff’s comment.

 27. The Staff notes that the Registrant has included disclosure regarding the use of leverage in response to the requirements of
Form N-2. The Staff suggests that the Registrant consider if such disclosure is necessary in light of the Fund’s proposed
portfolio holdings.

Response: The Registrant has revised the disclosure
in response to the Staff’s comment.

 28. Under the heading “No Minimum Amount of Proceeds Required,” the Registrant deleted reference to the asset level
necessary to have viable operations and instead refers to “adequate assets.” The Staff believes that a reference to
a particular as