Exhibit 14.1
INVESTCORP CREDIT MANAGEMENT BDC, INC.
INVESTCORP US PRIVATE CREDIT BDC II
INVESTCORP US INSTITUTIONAL PRIVATE CREDIT FUND
CODE OF ETHICS
This Code of Ethics (the “Code”) has been adopted by the Board of Directors/Trustees (the “Board”) of Investcorp Credit Management BDC, Inc., Investcorp US Private Credit BDC II, and Investcorp US Institutional Private Credit Fund (each a “Company” and together, the “Companies”) in accordance with Rule 17j-l(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the May 9, 1994 Report of the Advisory Group on Personal Investing by the Investment Company Institute (the “Report”). Rule 17j-1 generally describes fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by business development companies if effected by access persons of such companies.
The purpose of this Code is to reflect the following: (1) the duty at all times to place the interests of shareholders first; (2) the requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and (3) the fundamental standard that business development company personnel should not take inappropriate advantage of their positions.
SECTION I: STATEMENT OF PURPOSE AND APPLICABILITY
It is the policy of each Company that no affiliated person of each Company shall, in connection with the purchase or sale, directly or indirectly, by such person of any security held or to be acquired by each Company,
1
Ratified: May 4, 2023
BUSINESS.28887294.3
In order to prevent the Access Persons, as defined in Section II, paragraph (A) below, of each Company from engaging in any of these prohibited acts, practices or courses of business, the Board has adopted this Code.
SECTION II: DEFINITIONS
2
Ratified: May 4, 2023
BUSINESS.28887294.3
3
Ratified: May 4, 2023
BUSINESS.28887294.3
SECTION III: STANDARDS OF CONDUCT
4
Ratified: May 4, 2023
BUSINESS.28887294.3
5
Ratified: May 4, 2023
BUSINESS.28887294.3
SECTION IV: PROCEDURES TO IMPLEMENT CODE OF ETHICS
The following reporting procedures have been established to assist Access Persons in avoiding a violation of this Code, and to assist each Company in preventing, detecting, and imposing sanctions for violations of this Code. Every Access Person must follow these procedures. Questions regarding these procedures should be directed to the Designated Officer.
All Access Persons are subject to the reporting requirements set forth in Section IV(B) except:
6
Ratified: May 4, 2023
BUSINESS.28887294.3
7
Ratified: May 4, 2023
BUSINESS.28887294.3
8
Ratified: May 4, 2023
BUSINESS.28887294.3
9
Ratified: May 4, 2023
BUSINESS.28887294.3
SECTION V: SANCTIONS
Upon determination that a violation of this Code has occurred, appropriate management personnel of each Company may impose such sanctions as they deem appropriate, including, among other things, disgorgement of profits, a letter of censure or suspension or termination of the employment of the violator. All violations of this Code and any sanctions imposed with respect thereto shall be reported in a timely manner to the Board.
SECTION VI: AMENDMENTS
This Code may be amended from time to time by resolution of the Board, or without a resolution of the Board to the extent the approval of such amendment is not required under the 1940 Act.
10
Ratified: May 4, 2023
BUSINESS.28887294.3
EXHIBIT A
ACKNOWLEDGMENT AND CERTIFICATION
I acknowledge receipt of the Code of Ethics of Investcorp Credit Management BDC, Inc., Investcorp US Private Credit BDC II, and Investcorp US Institutional Private Credit Fund. I have read and understand such Code of Ethics and agree to be governed by it at all times. Further, if I have been subject to the Code of Ethics during the preceding year, I certify that I have complied with the requirements of the Code of Ethics and have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.
|
(signature) |
|
|
|
(please print name) |
Date: |
|
BUSINESS.28887294.3
EXHIBIT B
INITIAL HOLDINGS REPORT
Name |
|
| Date |
|
NAME OF ISSUER | NUMBER OF SHARES | PRINCIPAL AMOUNT |
|
|
|
|
|
|
|
|
|
|
|
|
I certify that the foregoing is a complete and accurate list of all securities in which I have any Beneficial Ownership.
|
Signature |
12
22404366.3
BUSINESS.28887294.3
EXHIBIT C
QUARTERLY TRANSACTION REPORT
Name |
|
| Date |
|
DATE | NAME OF ISSUER | NUMBER OF SHARES | INTEREST DATE | MATURITY DATE | PRINCIPAL AMOUNT | TYPE OF TRANSACTION | NAME OF BROKER/ DEALER/ BANK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I certify that the foregoing is a complete and accurate list of all transactions for the covered period in securities in which I have any Beneficial Ownership.
|
Signature |
13
22404366.3
BUSINESS.28887294.3
EXHIBIT D
ANNUAL HOLDINGS REPORT
Name |
|
| Date |
|
NAME OF ISSUER | NUMBER OF SHARES | PRINCIPAL AMOUNT | NAME OF BROKER/DEALER/ BANK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I certify that the foregoing is a complete and accurate list of all securities in which I have any Beneficial Ownership.
|
Signature |
BUSINESS.28887294.3
EXHIBIT E
PERSONAL SECURITIES ACCOUNT INFORMATION
Name |
|
| Date |
|
SECURITIES FIRM NAME AND ADDRESS | ACCOUNT NUMBER | ACCOUNT NAME(S) |
|
|
|
|
|
|
|
|
|
|
|
|
I certify that the foregoing is a complete and accurate list of all securities accounts in which I have any Beneficial Ownership.
|
Signature |
BUSINESS.28887294.3