SecProbe.io

January 23, 2023
VIA E-mailHarry S. Pangas
Dechert LLP1900 K Street NW Washington, DC 20006
Re: Investcorp US Institutional Private Credit Fund
  File Nos. 000-56501
Dear Mr. Pangas:
On December 8th, 2022, you filed a registration statement on Form 10 on behalf of the
Investcorp US Institutional Private Credit Fund (the “Company”). We have reviewed the
registration statement and have provided our comm ents below.  Where a comment is made in
one location, it is applicable to  all similar disclosure appearing elsewhere in the registration
statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.
Please respond to this letter with in ten (10) business days by either amending the filing,
providing the requested information, or advisi ng us when you will provide the requested
information.  We may have additional comments af ter reviewing your responses to the following
comments, or any amendment to the filing.
 We note that the Company is voluntarily re gistering shares of its common stock under
Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).  Please note that a filing on Form 10 goes effective automatically by lapse of time 60 days after the original filing date, pursuant to Exchange Act Section 12(g)(1).  If  our comments are not satisfactorily addressed
within this 60-day time period, you should consid er withdrawing the Company’s Form 10 prior
to its effectiveness, and re-f iling a revised Form 10 that includes changes responsive to our
comments.  If the Company chooses not to withdr aw its Form 10 registration statement, it will be
subject to the reporting requirements of Exchange Act Section 13(a).  Additionally, we will continue to review the filing until all of our comments have been satisfactorily addressed.
Explanatory Note
1. Within the Explanatory Note on page one, under the bolded language detailing why the
investment might be considered speculative,  please also provide in bullet points as
applicable, that:
a. Company Shares will not be registered under the Securities Act of 1933 and will be
subject to substantial restrictions on transf er.  Investment in the Company is suitable

Harry S. Pangas
1/23/2023

  Page 2 of 9  only for sophisticated investors and require s the financial abilit y and willingness to
accept the high risks and lack of liquidity i nherent in an investment in the Company;
 b. The Company intends to invest primarily in  privately-held funds for which very little
public information exists. Such investment s are also generally more vulnerable to
economic downturns and may experience subs tantial variations in operating results;
and
 c. The privately-held funds and below-inve stment-grade securities in which the
Company will invest will be difficult to value and are illiquid; below investment grade securities, which are often referred to as “junk” have predominantly speculative
characteristics with respect to the issuer’s capacity to pay interest and repay principal;
 d. The Company has elected to be regulated as a BDC under the Investment Company
Act of 1940 (the “Act”), which imposes numer ous restrictions on the activities of the
Company, including restrictions on leverage  and on the nature of its investments.
 e. The Company may pay distributions in signif icant part from sources that may not be
available in the future and that are unrelated to the Company's performance (e.g., waiver of the Adviser's Fee as noted  in the Risk Factor discussion);

f. The corresponding risks of capital being return ed through distributions (e.g., that this
may reduce an investor's adjusted tax basis in the Shares, thereby increasing the investor's potential taxable ga in or reducing the potential taxable loss on the sale of
Shares);

Item 1 – Business
2. Within Item 1, pertaining to “The Fund”, pleas e add disclosure specifying the exemption(s)
upon which the Company expects to rely for th e private offering of shares and capital
commitments.
3. Within the third paragraph of Item 1, the Company discloses that “The Fund will invest
primarily in middle-market companies that ha ve annual revenues of at least $50 million and
EBITDA (earnings before interest, taxes, de preciation and amortiza tion) of at least $15
million through first lien, unitranche [emphasis added], second lien, and unsecured debt
financing, often with corresponding equity co-investments. ”

a.  Please explain the term “unitranche” in plain English; and
 b. Please briefly describe the form that “cor responding equity co-i nvestments” will take,
and disclose any targeted allocation between loans and equity investments. Please
explain supplementally how the Company and the Adviser will comply with Condition 5 of Investcorp’s co-investment exemptive order in situations where the
Company and affiliates make investments in different classes of securities issued by a portfolio company.

Harry S. Pangas
1/23/2023

  Page 3 of 9  c. Please clarify whether the Company intends to  engage primarily in loan origination.
Further, please disclose if the Company intends to originate and/or invest in
covenant-lite loans, and if so, briefly describe related risks.
 d.  Please disclose the Company’s 80% inve stment policy in this sub-section.

4. Within the fourth paragraph of Item 1, the Company discusses types of investments it will
invest in. Please also include a discussion of credit quality and maturity requirements with
respect to the Company’s investments. Furthermore, please also clarify, if accurate, that the securities that the Company intends to invest in will generally not be rated, and those investments that are rated, would be  rated below investment grade.

5. In “The Fund” sub-section of It em 1, please also disclose that:
 a. On May 26, 2022, Investcorp Trading Limited, an  affiliate of the Advisor, purchased
1,250,000 common shares of beneficial intere st of the Company at $20.00 per share.
Please disclose the terms of any arrangements between the Company and that affiliate with respect to its investment in the Company. Please disclose briefly any conflicts of interest that may arise as a result of such investment.
 b. The Company has commenced its loan origination and/or investment activities, as
applicable, and cross reference the relevant sections of the Registration Statement that
provide more detailed info rmation about the Company’s current investments.

6. Please disclose that the Company has a wholly-owned subsidiary, US Investcorp Private
Credit SPV LLC, and briefly describe the purpos e of the special purpos e vehicle. Please note
that “Subsidiary,” when used in the comments below, refers to an entity (regardless of
whether or not the Company set up the entity) that (1) is primarily controlled by the Company (as defined below); and (2) primarily engages in investment activities in securities or other assets.  With regard to any Subsid iary of the Company, please disclose that:

a. The Company will comply with the provisions of the Act governing capital structure
and leverage (Section 61) on an aggregate basis with the subsidiary so that the Company treats the Subsidiary’s debt as its own.
b. Any investment adviser to the subsidiary complies with provisions of the Act relating
to investment advisory contracts (Section 15)  as if it were an investment adviser to
the Company under Section 2(a)(20) of the Act. Any investment advisory agreement
between the subsidiary and its investment advi ser is a material contract that should be
included as an exhibit to the Registration St atement. If the same person is the adviser
to both the Company and the subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Company’s and the subsidiary’s investment advisory
agreements may be combined.
c. The subsidiary complies with provisions relating to affiliated transactions and custody
(Section 57). Also, please identify th e custodian of the subsidiary.

Harry S. Pangas
1/23/2023

  Page 4 of 9  d. The subsidiary’s principal investment strategies or principal risks that constitute
principal investment strategies or risks of the Comp any. The principal investment
strategies and principal risk  disclosures of a Company that invests in a subsidiary
should reflect aggregate operations of  the Company and the subsidiary.
 e. If the Company will only invest through wholly-owned Subsidiaries, the Company
does not, or does not intend to, create or acqui re primary control of any entity which
engages in investment activities in securities or other assets, other than entities wholly-owned by the Company.  “Primarily controlled” means (1) the Company controls the unregistered entity within the meaning of Section 2(a)(9) of the 1940 Act
, and (2) the Company’s control of the unregistered entity is greater than that of any other person.
 f. Please also confirm in correspondence tha t: (1) the subsidiary’s management fee
(including any performance fee) will be included in “Management Fees” and the subsidiary’s expenses will be included in “Other Expenses” in the Company’s fee table requested below; (2) the subsidiary , if organized and operating outside the
United States, and its board of directors will agree to designate an agent for service of process in the United States; and (3) the subsidiary and its board of directors will agree to inspection by the staff of the s ubsidiary’s books and records, which will be
maintained in accordance with Section 31 of the Act and the rules thereunder (4)whether the financial statements of the Subsidiary will be consolidated with those of the fund.  If not, please explain why not?

7. Although the staff notes that the Company does disclose that it is non- diversified on page 55,
please disclose this fact earlier within Item 1.
8. Within Item 1, please disclose the consequences of an investor failing to honor obligations in
connection with the terms of the Subscription Agreement (e.g., failure to honor a Capital
Commitment or Catch- Up Purchase).
9. Please update the data points regarding asse ts under management for the Adviser and
Investcorp Group provided on page 3, which are currently stated as June 30, 2022.
10. The subsection on page 4 titled “The Private Offering” appears to be misnamed. The section
describes the company’s advisory agreement rather than the private offering.

11. Within the subsection titled “Investment Approach” on page 4, the Company states that “The
Company defines ‘credit obligati ons and related instruments’ fo r this purpose as any fixed-
income instrument, including loans t o, and bonds and preferred stock…” Please
supplementally explain why it is appropriate to include preferred stock in the definition of
credit obligations for purposes of the Company’s 80% policy.
12. Within the subsection titled “Investment Approach” on page 4, the Company states that “To
the extent we determine to invest indirectly in private credit obligations and related instruments, we may invest through certain synthetic instruments…” Please supplementally
discuss whether the Company's only indirect i nvestments in private cr edit obligations could

Harry S. Pangas
1/23/2023

  Page 5 of 9  be through synthetic instruments.  Please di sclose the types of synthetic instruments
contemplated and relevant risks a ssociates with such investments.

13. Within the subsection titled “Deal Origina tion” on page 5, please clarify whether the
Company will primarily originate loans.  If the Company does intend to originate loans, please disclose the following:
 a. Any limits on loan origination by the Company (e.g., the amount of loans originated
as a percentage of net assets);
b. A description of the overall loan selection process to the extent it differs from the
process described in selecting i ssuers in which to invest; and

c. Whether the Company will be involved in serv icing or administering the loans and, if
so, (i) a description of its servicing obligations and (ii) whether it will be paid a fee or reimbursement for expenses for such serv ices.  Note that the staff may have
additional comments depe nding upon the response.
 d.  Please clarify whether the deal origination process also applies to the selection of
issuers in which to invest.
14. Within the second paragraph of the Deal Origination subsection on page 5, the Company
discusses the Adviser’s Investment Committee. Please consider also including a discussion of the function and composition of Adviser’s  Investment Committee in this subsection.
Although the Staff notes the Adviser’s Investme nt Committee is discussed in latter sections,
an expanded discussion here will  add clarity to the section.

15. Within the subsection titled “ESG Assessment”  on page 7, the company writes “As a result
of this process, the Company will not generally invest in companies that are significantly involved in certain industries,  product lines or services, including but not limited to
[emphasis added], tobacco, cont roversial weapons, the speculativ e extraction of oil from tar
sands and thermal coal.”  Please:
 a. disclose any other investment  restrictions to the extent such restrictions exist;

b. identify examples of ESG criteria the company considers in its investment selection
process; and,
c. please clarify whether such ESG criteria are applied to all of the Company’s
investments or only a specific selection of investments.

16.  In the sub-section titled “Drawdowns; Investme nt Period” on page 10, the disclosure states
that additional information regarding subseque nt closings is provided in a separate sub-
section. However, there does not appear to be such an additional discussion in the
Registration Statement. Please include the a dditional information regarding subsequent
closings.

Harry S. Pangas
1/23/2023

  Page 6 of 9  17. Within the last paragraph of the subsection titled “competitive strengths” ending on page 13,
the Company states in may invest in Original Issue Discount (“OID”) and Payment-in-Kind (“PIK”) securities. Please briefly explain OID and PIK securities in plain English.

18. On Page 62, within the section discussing the risks associated with OID securities, please
include the following risks:
 a. Use of PIK and OID securities may provide certain benefits to the fund's adviser
including increasing management fees and incentive compensation;
b. The Fund may be required under the tax laws to  make distributions of OID income to
shareholders without receiving any cash.  Such required cash distributions may have
to be paid from offering proceeds or the sale of fund assets; and
 c. The required recognition of OID, including PI K, interest for U.S. federal income tax
purposes may have a negative impact on liquidity, because it represents a non-cash component of the Fund’s taxable income th at must, nevertheless , be distributed in
cash to investors to avoid it being subject to corporate level taxation.

19. Please clarify whether the subsection titled “Investment Criteria” on page 13 applies to the
Company's origination of loans or to portfolio companies in which it may invest.
 20. Within the seventh paragraph of the subsec tion titled “Investment Cr iteria,” on page 14, the
Company writes, “We target investment opport unities in which we w ill be a significant
investor in the tranche…” Please explain what it means to be a “significant investor in the tranche.”
21. Please supplementally confirm that the descrip tions of the income incentive fee and capital
gains incentive fee arrangements on page 16 are consistent with the disclosure in the Investment Advisory Agreement between Inve stcorp US Institutional Private Credit Fund
and CM Investment Partners  LLC.  Please consider:

a. Adding a graphical illustration of the incentive fee and hurdle rate;

b. Including a fee table that conforms to the requirements of Item 3.1 of Form N-2
adjacent to this section; and
c. Disclosing an expense example that conforms  to the requirem