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CORRESP
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CORRESP

 1900 K Street, NW

 Washington, DC 20006-1110

+1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 ALEXANDER C. KARAMPATSOS

alexander.karampatsos@dechert.com

 +1 202 261 3402 Direct

+1 617 275 8365 Fax

 February 6, 2023

 VIA
EDGAR

 Division of Investment Management

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attn: Timothy Worthington

Re:
 Investcorp US Institutional Private Credit Fund

Registration Statement on Form 10

File Number: 000-56501

Dear Mr. Worthington:

 On behalf of Investcorp US
Institutional Private Credit Fund (the “Company”), this letter responds to the comments issued by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”)
in a letter dated January 23, 2023 relating to the Company’s registration statement on Form 10 that was filed with the SEC on December 8, 2022 (the “Registration Statement”).

For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the response of the Company. Capitalized terms
used in this letter and not otherwise defined herein shall have the meanings specified in Amendment No. 1 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the
“Amended Registration Statement”).

 Explanatory Note

1.
 Comment: 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 transfer. Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company;

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b.
 The Company intends to invest primarily in privately-held funds for which very little public information
exists. Such investments are also generally more vulnerable to economic downturns and may experience substantial variations in operating results; and

c.
 The privately-held funds and below-investment-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 numerous 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 significant 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); and

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

Response: The Company has revised the disclosure on pages 1-2 of the Amended Registration
Statement in response to the Staff’s comment. The Company respectfully notes that it does not intend to primarily invest in privately-held funds.

Item 1. Business

2.
 Comment: Within Item 1, pertaining to “The Fund”, please add disclosure specifying the
exemption(s) upon which the Company expects to rely for the private offering of shares and capital commitments.

Response: The Company has revised the disclosure on page 4 of the Amended Registration Statement in response to the Staff’s
comment.

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 February 6, 2023

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 3

3.
 Comment: Within the third paragraph of Item 1, the Company discloses that “The Fund will
invest primarily in middle-market companies that have annual revenues of at least $50 million and EBITDA (earnings before interest, taxes, depreciation and amortization) 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

Response: The Company has revised the disclosure on page 2 of the Amended Registration Statement in response to the Staff’s
comment.

b.
 Please briefly describe the form that “corresponding equity
co-investments” 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.

Response: The Company has revised the disclosure on page 2 of the Amended Registration Statement in response to the Staff’s
comment.

 The Company supplementally advises the Staff that, to the extent the Company participates in an equity co-investment with a Regulated Fund or Affiliated Fund (each as defined in the Order (as defined below)) in reliance on the co-investment exemptive order from the SEC (the
“Order”), such investment will occur on the same terms, conditions, price, class of securities to be purchased, date on which the commitment is entered into and registration rights in compliance with Condition 5 of the Order.

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.

Response: The Company has revised the disclosure on pages 2 and 6 of the Amended Registration Statement in response to the
Staff’s comment.

d.
 Please disclose the Company’s 80% investment policy in this subsection.

Response: The Company has revised the disclosure on page 2 of the Amended Registration Statement in response to the Staff’s
comment.

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 4

4.
 Comment: 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.

Response: The Company has revised the disclosure on page 2 of the Amended Registration Statement in response to the Staff’s
comment.

5.
 Comment: In “The Fund” subsection of Item 1, please also disclose that:

a.
 On May 26, 2022, Investcorp Trading Limited, an affiliate of the Adviser, purchased 1,250,000 common
shares of beneficial interest 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 information about the Company’s current investments.

Response: The Company has revised the disclosure on pages 2 and 4 of the Amended Registration Statement in response to the
Staff’s comment. The Company respectfully advises the Staff that there are no material terms or arrangements between the Company and the affiliate related to its May 26, 2022 seed investment, and therefore the Company does not believe
there is any disclosure regarding potential conflicts of interest that is necessary to include.

6.
 Comment: Please disclose that the Company has a wholly-owned subsidiary, US Investcorp Private
Credit SPV LLC, and briefly describe the purpose of the special purpose 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 Subsidiary 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.

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 February 6, 2023

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 5

 Response: The Company has revised the disclosure on page 3 of the Amended
Registration Statement in response to the Staff’s comment.

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 adviser is a material contract that should be included as
an exhibit to the Registration Statement. 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.

 Response: The Company supplementally advises the Staff that any
wholly-owned Subsidiaries are not expected to be parties to advisory contracts with either third-party or affiliated investment advisers, including the Adviser. While the Company itself or an affiliate may agree to serve as collateral manager for a
wholly-owned subsidiary formed for an on-balance sheet financing arrangement, as is common among other business development companies, the Company does not believe that any such collateral management agreement
would fall within the scope of Section 15 under the Act, as no such wholly-owned subsidiary would itself be either a registered investment company or business development company under the Act. The Company further confirms to the Staff that it
would generally expect to file any credit agreement pertaining to such financing arrangements as an exhibit to its periodic reports required under the Securities Exchange Act of 1934.

c.
 The subsidiary complies with provisions relating to affiliated transactions and custody (Section 57). Also,
please identify the custodian of the subsidiary.

 Response: The Company has revised the disclosure on page
3 of the Amended Registration Statement in response to the Staff’s comment. In addition, the Company respectfully advises the Staff on a supplemental basis that while neither Investcorp Private Credit SPV LLC, nor any future wholly-owned
subsidiary would itself be either a registered investment company or business development company under the Act, the Company would nonetheless expect to subject any assets held by such Subsidiaries to compliance with the Company’s own custody
requirements as a business development company under the Act, and to consolidate the financial statements of such Subsidiaries with those of the Company for financial statement reporting purposes.

d.
 The subsidiary’s principal investment strategies or principal risks that constitute principal investment
strategies or risks of the Company. 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.

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 Response: The Company confirms that the description of the Company’s
principal investment strategies and investment risks includes any wholly-owned subsidiaries’, including Investcorp Private Credit SPV LLC’s, principal investment strategies or principal risks that constitute principal investment strategies
or risks of the Company.

e.
 If the Company will only invest through wholly-owned Subsidiaries, the Company does not, or does not intend to,
create or acquire 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.

Response: The Company supplementally advises the Staff that it does not intend to only invest through wholly-owned Subsidiaries.

f.
 Please also confirm in correspondence that: (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 subsidiary’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?

 Response: The Company confirms to the Staff that the financial statements of any wholly-owned
subsidiaries, including Investcorp Private Credit SPV LLC, will be consolidated with those of the Company for financial statement reporting purposes in accordance with U.S. generally accepted accounting principles. In addition, the Company
respectfully refers the Staff to its response to comment 6(b) above, which notes that the Company does not expect any such wholly-owned subsidiary to be a party to an advisory contract with either a third party or affiliated investment adviser,
including the Adviser. As a result, the Company will not pay any management fees in connection with such wholly-owned subsidiaries. The Company further confirms that any expenses associated with such wholly-owned subsidiaries will be reflected in
the “Other Expenses” line item in any fee table that the Company may in the future be required to disclose pursuant to the form requirements of Form N-2, with the exception of interest payments which
will instead be included in the appropriate line item reflecting the cost of leverage.

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7.
 Comment: 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.

Response: The Company has revised the disclosure on page 2 of the Amended Registration Statement in response to the Staff’s
comment.

8.
 Comment: 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).

Response: The Company has revised the disclosure on page 12 of the Amended Registration Statement in response to the Staff’s
comment.

9.
 Comment: Please update the data points regarding assets under management for the Adviser and
Investcorp Group provided on page 3, which are currently stated as June 30, 2022.

 Response: The
Company has revised the disclosure on pages 4-5 of the Amended Registration Statement in response to the Staff’s comment.

10.
 Comment: 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

 Response: The
Company has revised the disclosure on page 4 of the Amended Registration Statement in response to the