January 23, 2023

VIA E-mail

Harry S. Pangas
Dechert LLP
1900 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 comments 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 within ten (10) business days by either
amending the filing,
providing the requested information, or advising us when you will provide the
requested
information. We may have additional comments after reviewing your responses to
the following
comments, or any amendment to the filing.
         We note that the Company is voluntarily registering 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 consider withdrawing the Company   s
Form 10 prior
to its effectiveness, and re-filing a revised Form 10 that includes changes
responsive to our
comments. If the Company chooses not to withdraw 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 transfer. Investment in the
Company is suitable
 Harry S. Pangas
1/23/2023

            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;

       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);

       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);

Item 1     Business
2. 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.

3. 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

       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.




           Page 2 of 9
 Harry S. Pangas
1/23/2023

       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% investment 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 Item 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 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.

6. 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.

       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.

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



        Page 3 of 9
 Harry S. Pangas
1/23/2023

       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.

       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.

       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?

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 assets 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 obligations and related instruments    for this
purpose as any fixed-
    income instrument, including loans to, 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 investments in private credit
obligations could


         Page 4 of 9
 Harry S. Pangas
1/23/2023

   be through synthetic instruments. Please disclose the types of synthetic
instruments
   contemplated and relevant risks associates with such investments.

13. Within the subsection titled    Deal Origination    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 issuers in which to invest; and

       c. Whether the Company will be involved in servicing 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 services. Note that the staff may
have
          additional comments depending 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 Investment 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, controversial weapons, the speculative
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; Investment Period    on page 10,
the disclosure states
   that additional information regarding subsequent 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 additional information regarding
subsequent
   closings.



            Page 5 of 9
 Harry S. Pangas
1/23/2023

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 PIK, 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 that 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 subsection titled    Investment
Criteria,    on page 14, the
    Company writes,    We target investment opportunities in which we will 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 descriptions 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 Investcorp 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 requirements of
Instruction 11 to
          Item 3.1 of Form N-2.

22. Within the fifth paragraph of the discussion of Incentive Fees, ending on
page 17, the
    Company writes that,    Pre-Incentive Fee Net Investment Income includes,
in the case of
    investments with a deferred interest feature (such as OID), debt
instruments with PIK interest
    and zero coupon securities, accrued income that the Company may not have
received in
    cash.    Within this paragraph, please:





         Page 6 of 9
 Harry S. Pangas
1/23/2023

       a. Add a cross reference to the risk factor(s) discussing the types of
investments with
          deffered interest features; and

       b. Clarify whether the Adviser is obligated to reimburse the Company for
incentive fees
          if the company incurs losses or fails to receive deffered income
which was previously
          accrued.

23. In a separate sub-section following the discussion of the Adviser   s
compensation on page
   16, please provide a detailed lists of categories of costs and expenses that
will be borne by
   the Company and the Adviser respectively.

24. In the sub-section describing the Administration Agreement on page 17,
please disclose how
    the Administrator will be compensated for its services.

25. In the sub-section describing the Adviser   s proxy policies on page 21,
the disclosure states
   that the Adviser will vote proxies    in what the Adviser perceives to be
the best interest of the
   Adviser   s clients    shareholders.    (emphasis added). Please delete the
reference to
   shareholders, see Rule 206(4)-6 under the Advisers Act.

26. The Staff notes that the Company does not disclose that it will seek to
invest in foreign
    investments until page 27. Given that the company   s 80% test for purposes
of Rule 35d-1
    focuses on U.S. companies, please briefly describe the company   s foreign
investments earlier
    in Item 1 to avoid investor confusion.

    Item 1A     Risk Factors
27. Section 1A appears to be over 20 pages in length. Please consider adding a
series of concise,
    bulleted or numbered statements that is no more than two pages summarizing
the principal
    risk factors. Please consider adding this summary of bullet points in the
beginning of the
    Form 10 (e.g., in or after Forward-Looking Statements). Furthermore, please
review risk
    factors and group similar factors together under the related heading (e.g.,
   current
    environment    may include discussions of covid-19 and geopolitical factors
while    conflicts
    of interest    can include those involving the adviser and affiliated funds
and accounts).

28. Within Item 1A, pertaining to investment risks, please consider disclosing
the
    discontinuation of LIBOR and transition to a new reference rate as a risk
that could cause
    actual results to differ materially from those expressed or forecast in the
forward-looking
    statements.

29. The Staff notes that Item 1A begins with a discussion of risks pertaining
to COVID 19. As
    applicable, please consider organizing the discussion of principal risks in
order in order of
    importance to the company, with the most significant risks appearing first.

30. Within the subsection titled    Risks Relating to Our Business and
Structure    on page 38,
    please review and revise the disclosure starting that the Company may be
considered a    blind
    pool    offering that    neither we nor the adviser has presently
identified, made investments in
    or contracted to make any investments.    As the June 30, 2022 financial
statements include a
    schedule of investments, the disclosure appears incorrect.


          Page 7 of 9
 Harry S. Pangas
1/23/2023


31. Within the subsection titled    We may borrow money, which would magnify
the potential for
    gain or loss on amounts invested and may increase the risk of investing in
us    on page 40,
    please disclose whether the use of leverage may increase the management fee
paid to the
    Adviser.

32. Within the subsection titled    The interest rates of any of our term loans
to our portfolio
    companies might be subject to change based on recent regulatory changes
on page 41, the
    disclosure states that LIBOR is used as a reference rate for term loans the
Company intends
    to make, as well as the basis for the minimum interest rate floors for the
terms of the
    Company   s debt investments. Please confirm this disclosure is accurate.

   With the same section (on page 42), within the second sentence of the first
paragraph, please
   disclose the identity of the    partner company    and describe the term
loan or add a cross
   reference to the discussion appearing later in the registration statement.
Furthermore, please
   clarify if the term loan is the same loan as the Capital One Revolving
Financing Agreement.

33. In the sub-section titled    Potential conflicts in calculation of certain
company costs and
    expenses    on page 43, the disclosure states that    [a] potential
conflict of interest exists in the
    Adviser   s determination whether certain costs or expenses that are
incurred in connection
    with the operation of the Company meet the definition of Company
operational expenses for
    which we are responsible, or whether such expenses should be borne by the
Adviser.    The
    disclosure appears inconsistent with Section 15(a)(1) of the Act, which
requires that the
    Investment Advisory Agreement    precisely describe all compensation to be
paid thereunder.
    Please revise.

34. Within the subsection titled    Our ability to enter into transactions
involving derivatives and
    financial commitment transactions may be limited    on page 44, please
discuss why the
    derivatives risk management program is a risk for the Company. Please
clarify whether the
    Company intends to qualify for the limited derivatives user exception under
Rule 18f-4 under
    the Act.

35. On Page 47, the staff notes that the Company includes a discussion of
Preferred Stock.
    Please supplementally confirm that the Company will not issue preferred
stock within one
    year. Otherwise, please add appropriate strategy, risk, and fee table
(e.g., dividend expenses)
    disclosure.

36. Within the ESG disclosure on page 63, under the section titled    We are
subject to risks
    related to corporate social responsibility    please disclose as
applicable, that because ESG is
    but one of a number of factors the Adviser considers in making an
investment in a portfolio
    company, a company that scores poorly on ESG may be selected if it scores
strongly on other
    factors that are considered.

Item 2     Financial Information
37. Please use up-to-date financial information. The information in the section
titled    Portfolio
    and Investment Activity    on page 68 is from June 30, 2022.



            Page 8 of 9
 Harry S. Pangas
1/23/2023

38. Please review and revise the disclosure in the sections entitled "Expenses"
and "Net
    investment loss" on page 70. The numerical amounts do not agree to the June
30, 2022
    Statement of Operations.

39. In the subsection titled    Quantitative and Qualitative Disclosures About
Market Risk
   disclosure    on Page 73, please include quantitative disclosure about
market risk in
   accordance with Item 2 of Form 10 and Item 305 of Regulation S-K.

40. In the subsection titled    Board of Trustees and Executive Officers    on
page 76, please
    disclose the Trustees' term of office in accordance with Item 5 of Form 10
and Item 401 of
    Regulation S-K.

Item 6. Executive Compensation
41. To the extent applicable, please disclose that Company's officers receive
separate
    compensation from the Adviser.

Item 9. Market Price of and Dividends on the Registrant   s Common Equity and
Related
Stockholder
42. Please include the disclosure required by Item 9 of Form 10 and Item 201(c)
of Regulation S
    K.

Item 10 - Recent Sales of Unregistered Securities
43. Please supplementally confirm whether the May 26th, 2022 purchase of
1,250,000 shares by
    an affiliate represent the only outstanding Shares of the Company.

                                     * * * * * *
         We remind you that the Company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. Should you have any questions regarding this letter,
please contact me at
(617) 573-4521.

                                                     Sincerely,

                                                     /s/ Timothy Worthington


cc:    Asen Parachkevov, Branch Chief
       Andrea Ottomenelli Magovern, Assistant Director





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