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        4200 Republic Plaza

        370 Seventeenth Street

        Denver

        Colorado 80202-5638

        Telephone: 303.592.1500

        Facsimile: 303.592.1510

        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.

June 24, 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

Pr-effective Amendment No. 1 on
Form N-2 File No. 333-236320

Pre-effective Amendment No. 7 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 June 16, 2020. The Staff’s comments related to the above-referenced Pre-Effective Amendment to the Fund’s Registration
Statement on Form N-2 filed with the Commission on May 28, 2020 (the “Amendment”).

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. 2 to the Registration Statement, filed with the Commission on June 24, 2020. Please note that
the summary below excludes those comments related solely to typographical errors in the Amendment, all of which have been addressed
in the filing made June 24, 2020.

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.

COVER PAGE

 1. In the third paragraph under the heading “The Offering,” please clarify that the Fund’s shares are characterized
herein as digital securities.

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

U.S. Securities and Exchange Commission

June 24, 2020

Page Two

 2. In the sixth paragraph under the heading “The Offering,” the Fund uses the defined term “Blockchain Administrator”
which is not defined elsewhere in the prospectus. Please define the term or remove the reference to a definition.

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

 3. In the sixth paragraph under the heading “The Offering,” please clarify whether transfer restrictions will be programmed
into the smart contract or the blockchain record.

Response: The Registrant confirms that transfer
restrictions will be programmed into the smart contract; the disclosure has been revised to address the Staff’s comment.

 4. In the seventh paragraph under the heading “The Offering,” please change the reference to digital securities that
are exchangeable into an underlying single asset on a 1:1 basis to “digital instruments.”

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

 5. In the eighth paragraph under the heading “The Offering,” please clarify how individual participants in peer-to-peer
transactions can “use the blockchain” to negotiate prices at which such peer-to-peer transactions will occur.

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

Prospectus Summary

 6. In the first sentence of the section entitled “Peer-to-Peer Transactions,” please clarify what “small increments”
are. Please explain if shareholders decide the size of the transfers or if the fund will put any limits on the size or volume of
peer-to-peer transactions.

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

 7. In the third bullet under the heading “Peer-to-Peer Transactions,” the Fund uses the defined terms “Developer”
which is not yet defined. Please define this term here or refer to the definition elsewhere in the prospectus.

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

 8. In the second paragraph under the heading “Blockchain Administrator and Developer,” the use of the defined term
“Developer” to identify a technology sub-contractor retained by the Fund’s blockchain administrator is confusing,
in light of the conbtractual role of the blockchain administrator. Please revise the disclosure to clarify the use of this term.

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

U.S. Securities and Exchange Commission

June 24, 2020

Page Three

 9. In the second paragraph under the heading “Custodian, Transfer Agent and Administrator,” please add the following disclosure to the end of the third sentence: “and such update will be recorded and viewable on the Ethereum network as a subsequent transaction.”

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

 10. In the second paragraph under the heading “Repurchases of Shares,” there is a reference to the Fund accepting the
total number of shares tendered in connection with required minimum distributions from IRA accounts. Please ensure that this disclosure
is consistent with the fuller discussion of the Fund’s quarterly repurchase program elsewhere in the prospectus.

Response: The Registrant has determined not
to make the Fund’s shares available to investors in individual retirement accounts at this time and has revised its disclosure
to address the Staff’s comment.

 11. In the third paragraph under the heading “Repurchases of Shares,” the Fund discloses that it does not currently
charge a repurchase fee, but that it may, in the future and subject to Board approval, charge a redemption fee that will not exceed
2% of the proceeds of a repurchase request. If the Fund discloses the possibility of a redemption fee of up to 2% of the value
of redemption proceeds, please update the Fee and Expense table to disclose the effect such fee will have on the Fund’s expenses.

Response: The Registrant has no current intention
to impose a redemption fee and notes that, prior to doing so, it would need to seek exemptive relief from the Commission. Accordingly,
the Registrant has amended it disclosure to reflect that the Fund will, among other things, seek Board approval of such fee and
will update the Fund’s registration statement prior to implementation and imposition of a redemption fee to reflect how such
fee will effect the Fund’s fees and expenses.

 12. Please add the caption “Management Risk” to the first paragraph of the section entitled “Risks of Digital
Securities.”

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

 13. In the first paragraph under the heading “Risk of Digital Securities,” please change the reference to “Bitcoin
and other digital securities” to “bitcoin and other digital assets.”

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

 14. In the fifth sentence of the first paragraph under the heading “Risk of Digital Securities,” please revert the
use of the phrase “maintain records and facilitate transactions” rather than “validate transactions.” Please
also remove the following language at the end of that sentence: “,and the Fund’s management may be unable to successfully
use blockchain technology to validate the ownership and transfer of ArCoins.”

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

U.S. Securities and Exchange Commission

June 24, 2020

Page Four

 15. Please delete the first paragraph under the caption “Regulatory Risk” in the section entitled “Risk of Digital
Securities.”

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

 16. In the last bullet point under the caption “Emerging Technology Risk,” please revise the disclosure to explain
how the loss of a private key would impact the reliability of the Fund’s records, since the shareholder records are maintained
by the Fund’s transfer agent, and not on the blockchain. Alternatively, please remove the reference to the Fund’s records.

Response: The Registrant confirms that the
Fund’s records are maintained by the transfer agent. Accordingly, it has removed the reference to the Fund’s records
in this bullet point.

 17. Please change the header “The Risks Related to Use of the Ethereum Blockchain” to “The Fee Risks Related
to Use of the Ehereum Blockchain.

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

 18. In the first paragraph under the heading “The Risks Related to Use of the Ethereum Blockchain,” please revise the
discussion of how and when the Transfer Agent may impose the U.S. dollar equivalent of Ethereum transaction fees in a share purchase
transaction. For example, will imposition of this fee reduce the investment amount?

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

 19. “Repurchase Agreement Risk” and “Portfolio Turnover Risk” are included as investment related risks
in the Summary of Risks, but neither the use of repurchase agreements nor the possibility of high portfolio turnover risk are included
in the Fund’s principal investment strategies. If these are principal investment risks of the Fund, please disclose the underlying
investment strategies as principal investment strategies.

Response: The Registrant does not intend
to use repurchase agreements in excess of 5% of the portfolio’s assets and does not anticipate that the portfolio turnover
rate will be significant. Accordingly these risks have been removed from the Summary of Risks. However, because repurchase agreements
may be used from time to time in the portfolio and the rate of portfolio turnover may be impacted by the Fund’s need to
provide quarterly redemptions, these risks have been retained in the broader discussion of investment related risks later in the
prospectus.

U.S. Securities and Exchange Commission

June 24, 2020

Page Five

 20. In footnote 4 to the Fee and Expense table, please clarify that the expense limitation agreement will remain in effect for
a one-year period after effectiveness of the Fund’s registration statement.

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

 21. Please double check the calculations underlying the expense example table and update them as necessary, ensuring that the calculations
take into account an investment of $1,000 and the effect of the expense limitation agreement.

Response: The expense example table has been
updated.

About the Digital Securities

 22. At the end of the third sentence in the second paragraph of this section, please clarify that the Transfer Agent can initiate
transactions in ArCoins on the Ethereum blockchain in order to correct erroneous transactions.

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

 23. The Staff reiterates comment number 42 from the Registrant’s prior response letter dated May 28, 2020. Please clarify
whether any changes should be made to the last paragraph of this section to reflect other possible actions by the Transfer Agent.

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

Risk Factors

 24. Please reinsert the disclosure previously included in the first paragraph of “Structural Risks – Operational and
Technology Risks” in this section.

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

 25. Please add the disclosure in “Structural Risks – Reliance on the Transfer Agent” to the Summary of Risks
in the prospectus summary.

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

Management of the Fund

 26. Please supplementally confirm that the Transfer Agent has adopted written policies and procedures that address the Transfer
Agent’s policies with respect to custody and control of assets, remediation and other matters applicable to registered transfer
agents.

Response: The Fund confirms that the Transfer
Agent has adopted such written policies and procedures, and that such policies and procedures have been provided to the Fund’s
chief compliance officer for review.

U.S. Securities and Exchange Commission

June 24, 2020

Page Six

 27. Since the Fund’s definitive records will be maintained by the Transfer Agent, please revise the section captioned “Blockchain
Administrator and Developer” to clarify that the Transfer Agent will use the blockchain as a source of information for its
records and, if there is a disputed or erroneous transaction, the shareholders can engage with the Transfer Agent to resolve any
such dispute, and the Transfer Agent will update the Fund’s records and the blockchain to reflect any changes to transactions
resulting from such dispute resolution process.

Response: The Registrant has added this disclosure
to the section entitled “Transfer Agent and Administrator.”

 28. In the section captioned “Transfer Agent and Administrator,” please add the principal business address of each
service provider.

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

Quarterly Repurchase of Shares

 29. Please add disclosure this this section related to the Registrant’s intent to seek exemptive relief to allow repurchases
on a monthly basis.

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

 30. In the first numbered paragraph under “Repurchase Requests in Excess of the Repurchase Offer Amount,” please change
the reference to 1,000 shares to a reference to 100 shares.

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

 31. Please remove the third numbered paragraph under “Repurchase Requests in Excess of the Repurchase Offer Amount”
or advise the staff of the basis for the statement.

Response: The Registrant has removed this
disclosure to address the Staff’s comment.

Distribution Reinvestment Plan

 32. Since 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, please remove the fourth paragraph
in this section.

Response: The Registrant has removed this
disclosure to address the Staff’s comment.

U.S. Securities and Exchange Commission

June 24, 2020

Page Seven

Potential Future Fund Attributes

 33. The staff believes that the following sentence in the second paragraph of the section captioned “Risks Associated with
Certain Potential Future Fund Attributes – Regulatory Risk” is overbroad: “None of the parties involved in such
transactions, including the Transfer Agent, are licensed under the virtual currency or money transmission regulations of any state
in the United States or registered with the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”).”
Please revise the disclosure to reflect that a money services business (“MSB”) could purchase and transact in the shares
as a principal for its own account. Alternatively, please supplementally confirm that under no circumstances will an MSB be involved
in a transaction.

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

 34. The bullet point list under the heading “Risks Associated with Certain Potential Future Fund Attributes – Other
Market Risks” is similar to, but does not exactly match the bullet point list under the heading “Risk Factors –
Risks of Digital Securities – Emerging Technology Risks.” Please confirm if this is deliberate or revise the disclosure
to be consistent.

Response: The Registrant notes that the list
unde