SecProbe.io

CORRESP
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June 18, 2025

VIA EDGAR TRANSMISSION

Kim McManus, Esq.

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-0506

Re: 	     Atlas U.S. Government Money Market Fund, Inc.

File Nos. 333-286213 and 811-24068 (“Registrant”)

Dear Ms. McManus:

On March 28, 2025, the Registrant, on behalf of its
proposed fund, Atlas U.S. Government Money Market Fund, Inc. (the “Fund”), filed a preliminary registration statement under
the Securities Act of 1933 on Form N-1A. On April 29, 2025 you provided comments to the registration statement. Below, please find those
comments and the Registrant’s responses, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Please note
that added language is in italics and deleted language appears struck through.

General

Comment 1: As the Fund is now registered under
the 1940 Act, please confirm that it will comply with the requirements of this Act, including the related reporting requirements, effectively
immediately.

Response: The Registrant so confirms.

Comment 2: Please fill in all blanks, brackets,
and otherwise missing information in a pre-effective amendment (e.g., fee table, auditor, financial statements, etc.). We may have further
comments.

Response: The Registrant has filed a pre-effective
amendment to its registration statement concurrent with this letter.

Prospectus

Cover Page

Comment 3: Please revise to prominently disclose
the extent to which this [F]und is designed solely for Puerto Rico residents and if only Puerto Rico Residents will receive the tax benefits
of an investment in the Fund.

    Philip.Sineneng@ThompsonHine.com     Direct:  614.469.3217

Kim McManus, Esq.

June 18, 2025

Page 2

Response: The Registrant has added the following
disclosure to the cover page:

Investment in the Atlas U.S. Government
Money Market Fund (the “Fund”) is intended for residents of Puerto Rico. If an investor is not a resident of Puerto Rico,
his or her tax consequences related to investments in the Fund will be significantly different from other mutual funds. You may find further
information with respect to taxation in the “Tax Information” section of this Prospectus.

Fees and Expenses

Comment 4: To the extent you intend to include
captions reflecting the Fee Waiver and Reimbursement Agreement as part of the fee table:

 a. Please disclose that the Fund will reimburse the Adviser, provided that
such reimbursement does not exceed (1) the expense cap in place at the time such amounts were waived and (2) the [F]und’s current
expense cap.

 b. Please disclose that the Fee Waiver and Reimbursement Agreement will be
in effect for at least one year, including the date of expiry.

 c. Please explain who can terminate this Agreement and under what circumstances.
See Instr. 3(e) to Item 3 of Form N-1A.

Response: The Registrant has confirmed that
that the Adviser is not expected to waive fees pursuant to its Fee Waiver and Reimbursement Agreement with the Fund during the Fund’s
first fiscal period. The Registrant notes that the terms of the Fee Waiver and Reimbursement Agreement are disclosed at page 7 of the
Prospectus.

Comment 5: If AFFE will be .01% or more, please
include an Acquired Fund Fees and Expenses line on the fee table.

Response: The Registrant will not invest in
underlying funds as a principal investment strategy and, therefore, does not anticipate Acquired Fund Fees and Expenses to be greater
than 0.01%.

Example

Comment 6: Please revise the second sentence
to track the language in Item 3 by adding “For the time periods indicated and then redeem all of your shares at the end of those
periods.”

Response: The Registrant has revised its disclosures
accordingly.

Kim McManus, Esq.

June 18, 2025

Page 3

Comment 7: Please confirm for the staff whether
the examples provided for the first year will take into account the Fee Waiver and Reimbursement Agreement. If so, this should be disclosed
in the introductory paragraph to the example. See Instr. 4(a) to Item 3 of Form N-1A.

Response: The Registrant refers to its response
to Comment 4. The Adviser is not expected to waive fees pursuant to its Fee Waiver and Reimbursement Agreement with the Fund during the
Fund’s first fiscal period.

Comment 8: The staff notes that the Fund charges
investors a redemption fee. Please include an example in which the redemption fee is reflected. See Item 3 of Form N-1A.

Response: The Registrant states that it does
not intend to charge a redemption fee.

Principal Investment Strategies

Comment 9: Please expand to briefly explain
the Fund’s strategy with respect to Puerto Rico tax treatment.

Response: The Registrant has added the following
disclosure to its principal investment strategies:

The Fund is designed solely for Puerto
Rico Investors (as defined in the section entitled “Tax Consequences” below). The tax treatment of this Fund differs from
that typically accorded to other investment companies registered under the 1940 Act that qualify as regulated investment companies (“RICs”)
under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “U.S. Code”). The Fund will not qualify as a
RIC and non-Puerto Rico Investors may suffer adverse consequences as a result.

Principal Risks of Investing in the Fund

Comment 10: Please consider addressing tax
risks and additional/duplicative expenses if the Fund invests all or substantially all of its assets in other funds or explain if you
believe these risks are not principal risks of the Fund.

Response: As stated above in response to Comment
5, the Registrant does not intend to invest in other funds as a principal investment strategy. Therefore, the Registrant does not believe
additional/duplicative expenses or tax risks to be principal risks of the Fund.

Comment 11: Please include the statement required
by Item 4(b)(1)(ii)(C), or explain why it is not required.

Kim McManus, Esq.

June 18, 2025

Page 4

Response: The Registrant has amended its disclosures
to state the following:

An investment in the Fund entails
risks, and you may lose money by investing in the Fund. The following is a summary discussion of the principal risks of investing in the
Fund. There can be no guarantee that the Adviser’s strategy will achieve its intended results or that the Fund will meet its investment
objective or that the performance of the Fund will be positive for any period of time.

You could lose money by investing
in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The
Fund may impose a fee upon sale of your shares. An investment in the Fund is not a bank deposit or obligation, is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency and may lose value. The Adviser is not required to reimburse
the Fund for losses, and you should not expect that the sponsor will provide financial support to the Fund at any time, including during
periods of market stress.

The Fund is subject to the following
principal risks, more fully described in “Risk Factors” in this Prospectus.

Comment 12: Please expand the Money Market
Risk to clearly outline the risk to investors and/or the Fund.

Response: The Registrant has amended its disclosures
to state the following:

Money Market Risk. The
SEC has adopted amendments to the rules that govern money market funds. These amendments may affect the Fund's investment strategies,
performance, yield, expenses, operations and continued viability. Although the Fund seeks to preserve the value of your investment
at $1.00 per share, the share price could fall below $1.00. The credit quality of the Fund’s holdings can change rapidly in certain
markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price
can also be negatively affected during periods of high redemption pressures, illiquid markets, and/or significant market volatility.

Additional Information about Principal Investment
Strategies and Risks

Comment 13: Please disclose that the Fund’s
80% investment policy is not fundamental and that it may be changed only with at least 60 day[s’] prior notice to shareholders.
See Rule 35d-1.

Response: The Registrant has amended its disclosures
to state the following:

Kim McManus, Esq.

June 18, 2025

Page 5

Under normal circumstances, at least
80% of the Fund’s net assets (plus any borrowings for investment purposes) is invested in U.S. government securities and/or repurchase
agreements that are collateralized fully by U.S. government securities. This investment policy
is not fundamental and may be changed upon 60 days’ notice to shareholders. The Fund may also hold cash.

Management of the Fund

Comment 14: Please expand to describe the business
experience during the past five years for Messrs. Hopgood and Pandal.

Response: The Registrant has amended its disclosures
to state the following:

Portfolio Manager

Paul Hopgood, President of the
Adviser, has been a Portfolio Manager of the Fund since its inception and joined founded the Adviser in September
2014. Mr. Hopgood provides investment advice to individual and institutional investors based on strong macro-economic analytics with
an emphasis in minimizing unsystematic risks. Prior to joining founding the Adviser, Mr. Hopgood was the Chief
Investment Officer and Portfolio Manager at Santander Asset Management from 2003 through 2014. At Santander, Mr. Hopgood was responsible
for the oversight and management of 17 investment companies and the institutional fixed-income mandates. Mr. Hopgood was responsible for
trading a range of products, from corporate, mortgage backed, municipal and equity securities to derivates, such as futures, options,
interest rate and structured swaps. Prior to joining Santander, Mr. Hopgood was a portfolio analyst at Popular Asset Management and the
Bank Trust engaged in the analysis of fixed-income securities, from 2001 to 2003 and 1999 to 2001, respectively. Mr. Hopgood holds a Bachelor
of Business Administration with a concentration in Finance from the University of Puerto Rico. Mr. Hopgood is a CFA Charterholder (2006)
and a CAIA Charterholder (2015).

The SAI provides additional information
about the portfolio manager’s method of compensation, other accounts managed by the portfolio managers and the portfolio managers’
ownership of the Fund’s shares.

Adviser’s Investment
Personnel

Jaime Pandal, Vice
President of the Adviser, joined the Adviser in September 2014 and has been a trader and analyst for the Fund since the Fund’s inception.
Mr. Pandal provides security analysis based on capital structures, cash flows, prepayment rates, and multiple interest rate and credit
scenarios. Prior to joining the Adviser, Mr. Pandal was a Senior Portfolio Analyst at Santander Asset Management from 2012 to 2014
where he assisted in the management of 17

Kim McManus, Esq.

June 18, 2025

Page 6

investment companies and institutional fixed-income mandates. Mr. Pandal traded a variety of
fixed-income products such as treasuries, agencies, mortgage backed, municipals and corporates, along with equities and derivatives, including
futures, options, and interest rate swaps. Prior to joining Santander, Mr. Pandal was an Associate Director at UBS Financial Services
from 2008 to 2012. While at UBS, Mr. Pandal managed assets of high net worth and ultra-high net worth individuals and performed in-depth
analysis of fixed-income securities, equities, and derivatives. Mr. Pandal holds a Bachelor of Science in Business Administration with
a concentration in Accounting and Finance from Georgetown University and a Juris Doctor from the University
of Puerto Rico. Mr. Pandal is also a CFA Charterholder (2012).

Restrictions on Transfer

Comment 15: What steps, if any, will the Fund
take if it becomes aware of a Shareholder who ceases to be a resident of Puerto Rico?

Response: The Registrant has amended its disclosures
under the heading “Restrictions on Transfer” to include the disclosures under the heading “Taxation of the Fund”.
Specifically, the Registrant has amended its disclosures under the heading “Restrictions on Transfer” to state the following:

The Shares are generally not transferable
except in special circumstances by operation of law and may not be generally disposed of, except through redemption as set forth herein.
The Distributor and the Transfer Agent (as defined below) have implemented various procedures to verify periodically any Shareholder’s
residence on behalf of the Fund, and based on information provided by any such Shareholder, have an obligation to inform the Fund of such
Shareholder who ceases to be a resident of Puerto Rico and to provide the Fund with such additional information as required for compliance
with the regulations issued by the U.S. Department of the Treasury and the Internal Revenue Service (“IRS”)
on January 17, 2013 (the “FATCA Regulations”).

If the Fund is unable to obtain
such information from any such investor or otherwise fails or is unable to comply with the requirements of the FATCA Regulations, certain
payments to the Fund may be subject to a 30% withholding tax. By making an investment in the Fund, each investor agrees to provide all
information and certifications necessary to enable the Fund to comply with these requirements. Any investor that fails to provide in a
timely manner the requested information or certifications will be required to indemnify the Fund for the entirety of the 30% percent tax
withheld on all of the Fund’s income as a result of such investor’s failure to provide the information.

Kim McManus, Esq.

June 18, 2025

Page 7

Shareholders’ Guide

Comment 16: The table on page 10 refers to
a minimum aggregate account balance. Please include disclosure as to the consequences if an account falls below this required minimum.

Response: The Registrants does not intend for
any share class to have a minimum aggregate account balance has listed “None” in each column of the referenced table.

Redemption of Fund Shares

Comment 17: Please reconcile the threshold
for redemption with your disclosure in the SAI.

Response: The Registrant has confirmed that
the Fund reserves the right to redeem all Class A, Class I and Class P shares if the net asset of such class of common stock are less
than $15 million one year following the commencement of the Fund’s operations and has amended the SAI accordingly.

Tax Consequences

Comment 18: Disclose, if applicable, that the
[F]und intends to qualify for pass-through tax treatment under Subchapter M of the Internal Revenue Code. Alternatively, disclose the
consequences to the Fund if it does not qualify under Subchapter M. See Item 24 of Form N-1A.

Response: The Registrant has added the following
disclosure underneath the heading “Tax Consequences:

The Fund will not qualify as a regulated
investment company under Subchapter M of the U.S. Code. Instead, the Fund will be subject to taxation under the laws of Puerto Rico. In
general, the Fund’s distributions will be subject to Puerto Rico income taxes as dividend income, capital gains, or some combination
of both.

United States Taxation

Comment 19: You state that advice of counsel
is not binding on the IRS; however, you have not referred to receiving advice of counsel. Please revise to clarify.

Response: The Registrant has amended its disclosures
to state the following:

Advice of counsel is not binding
on the IRS, and iIt is possible that the IRS or the courts could disagree with the advice of counsel. If it were
to be concluded that the Fund is engaged in business in the U.S. If that were to be the case, it’s
the Fund’s

Kim McManus, Esq.

June 18, 2025

Page 8

net income effectively connected with its U.S. trade or business would be subject to U.S. federal corporate income
tax and to a 30% branch profit ta