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July 26, 2024

VIA E-MAIL AND EDGAR CORRESPONDENCE

David P. Matthews

Division of Investment Management, Office of Disclosure and Review

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:    Diamond Hill Securitized Credit Fund (the “Fund” or “Registrant”)
Initial Registration Statement on Form N-2
File Nos. 333-279166; 811-23964

Dear Mr. Matthews,

This letter responds to comments provided by you on June 7, 2024, with respect to the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on May 7, 2024.  For your convenience, we have set forth below each of the Staff's comments followed by the relevant response.  All defined terms in this letter have the same meaning as in the Registrations Statement, except as otherwise defined herein.

A revised Registration Statement reflecting these changes will be filed subsequent to the initial Board of Trustees' meeting for the Fund to be held on August 21, 2024.

GENERAL COMMENTS

Comment #1

We note that the Registration Statement is missing information and exhibits and contains sections that indicate that they will be added, completed or updated by amendment. We may have additional comments on such portions when you complete them in a pre-effective amendment, as well as on disclosures made in response to this letter, on supplemental information provided, or on exhibits filed with any pre-effective amendment.

Response #1

The Registrant acknowledges that the SEC Staff may have additional comments upon review of additional information provided in an amended Registration Statement, supplemental information provided, exhibits filed, or disclosures made in response to this letter.

Comment #2

Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement. Please make all conforming changes.

Response #2

The Registrant will make conforming changes in the Registration Statement where appropriate.

Comment #3

Please advise whether the Fund intends to seek initially, or subsequently, any application(s) for exemptive relief or no-action relief, in addition to the application filed on May 7, 2024, for multi-class and related relief, in connection with the Registration Statement, and if so, the anticipated timing of any applications or requests for relief.

Response #3

The Fund does not intend to file initially or subsequently, any additional applications for exemptive relief or no-action relief.

Comment #4

Please tell us if you have presented or will present any “test the waters” materials to potential investors in connection with this offering. If so, please provide us with copies of such materials.

Response #4

The Registrant has presented material to one potential investor in connection with this offering.  A copy of the material is provided supplementally.

Comment #5

If indicated in response to Accounting Comments below that the Fund plans to incur leverage or issue preferred shares within a year from the effectiveness of the Registration Statement, please include additional disclosures of risks to stockholders in the event of a preferred shares offering. Please also consider the impact such events may have on other disclosures, such as the Fee Table and revise throughout as appropriate.

Response #5

The Registrant does not intend to incur leverage or issue preferred shares within a year from the effectiveness of the Registration Statement. The Registrant respectfully submits that no additional disclosure is necessary.

PROSPECTUS

Cover page

Comment #6

Given that the Fund’s investments in mortgage-backed securities and other securitized credit instruments may be of any credit quality, including high yield or junk instruments and distressed securities, please add an additional bullet point highlighting the risks of default, potential

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illiquidity and valuation difficulties associated with such investments, and consider including a cross reference to sections in the Registration Statement discussing such risks. In addition, we are aware of recent news reports suggesting that certain types of securitized vehicles, such as MBS, CMBS, and CLOs are under stress due to economic factors and trends, such as higher than expected interest rates, property vacancies, and consumer stress. Please consider adding a brief “Current Market Environment” section to the Summary of Terms explaining these factors and trends and the impact they may have on the Fund, its investments, and how it implements its strategy.

Response #6

The Registrant has added the following requested bullet disclosure on the cover page which includes a cross reference to the section in the Registration Statement discussing such risks.

“The Fund may invest an unlimited portion of its assets in securities that have speculative characteristics, e.g. lower-rated or unrated debt, which may be subject to default, valuation and liquidity risk.  See “Risk Factors” beginning on page [x].”

In addition, the Registrant has added the following requested disclosure in the Summary of Risks and Risk Factors sections in the Registration Statement.

“Current Market Environment Risk. Various sectors of the financial markets may  experience an extended period of adverse conditions.  Market uncertainty can increase dramatically, and these conditions may result in disruptions of the global credit markets, periods of reduced liquidity, greater general volatility, volatility of credit spreads, and a contraction of availability of credit and lack of price transparency.  In particular, certain types of securitized vehicles may come under stress due to economic factors and trends, such as higher than expected interest rates, property vacancies and consumer stress. The Fund anticipates that a significant portion of its net assets may be illiquid and subject to these risks.”

Comment #7

The Fund’s strategy references investing in securities that are distressed or in default. Later in the Prospectus, please discuss the Fund’s intentions and capabilities with respect to investing, holding, restructuring, and existing such investments.

Response #7

The Fund may purchase and hold securities that are distressed or in default.  However, the Fund will generally not participate in the restructuring of securities.

The Registrant respectfully submits that it believes the discussion and disclosure in the Investment Policies and Strategies section is sufficient.

Comment #8

In the sixth bullet pointed risk on the Cover Page (page 2), and elsewhere in the Prospectus, the disclosure states that the Fund may pay distributions from offering proceeds or borrowings. Please

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confirm in correspondence to the staff that the Board will approve the use of offering proceeds for this purpose.

Response #8

The Registrant confirms that the Board will approve the use of offering proceeds or borrowings to fund distributions, if applicable.

Summary of Terms (Pages 5-14)

Investment Policies and Strategies (pages 5-6)

Comment #9

Please add to the first sentence in this section, parenthetically, that the Fund invests at least 80% of its net assets “(plus borrowings for investment purposes)” in securitized bond investments (and also add the same on page 16).

Response #9

The Registrant has added the requested disclosure in both sections of the Registration Statement.

Comment #10

The staff notes that “securitized bond investments” are defined by the Fund for purposes of its 80% investment policy to include, among other things, “secured loans” backed by commercial or residential real estate, or by commercial or consumer loans. Please explain in your response how the inclusion of such types of investments would be consistent with the plain English meaning or established industry usage of the term “securitized bond” or “securitization.” Please revise the disclosed definition of “securitized bond investments” accordingly.

Response #10

The Registrant believes the disclosure related to “securitized bond investments” as defined by the Fund for purposes of its 80% investment policy to include, among other things, “secured loans” backed by commercial or residential real estate, or by commercial or consumer loans, to be consistent with the plain English meaning or established industry usage of the term “securitized bond” or “securitization.” For additional clarity, the Registrant has revised the sentence to state that securitized bond investments include interests in “pools” of loans, collateralized or secured by commercial or residential real estate, or by commercial or consumer loans. The subsequent sentences in the paragraph further describe the common names of these securitized bond investments.

Comment #11

Please confirm in correspondence that the Fund’s investments in other fixed-income instruments, including bonds, debt or credit securities and other similar instruments, and any

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investments in REITs, will not be counted towards its 80% investment in “securitized bond investments.”

Response #11

The Registrant confirms that other fixed-income instruments, including bonds, debt or credit securities and other similar instruments, and any investments in REITs, will not be counted towards its 80% investment in “securitized bond investments.”

Comment #12

Please explain in correspondence how the Fund will count investments in any other closed-end funds, ETFs or other investment companies for purposes of compliance with its policy to invest 80% of its net assets in “securitized bond investments.”

Response #12

The Fund will not count investments in other closed-end funds, ETFs or other investment companies for purposes of compliance with its policy to invest 80% of its net assets in “securitized bond investments.”

Comment #13

Please clarify in the disclosure (page 5, 4th paragraph under “Investment Policies and Strategies”) whether the reference to “structured finance vehicles” in which the Fund intends to invest is referring to the earlier defined “securitized bond investments”, “structured product securities” or “structured products”, or if such vehicles differ from the earlier described investment types, add an explanation or examples of structured finance vehicles and how they relate to structured bond investments. Also include in the disclosure an explanation of what is meant by references to the junior debt and residual or equity tranches of such vehicles.

Response #13

The Registrant has deleted the referenced sentence in its entirety.

Comment #14

To the extent practicable, please provide in the disclosure estimates of anticipated percentage ranges within the Fund’s investment portfolio that will be allocated to the securities of non-U.S. issuers, to high yield securities / junk bonds and to private placements or other types of illiquid securities.

Response #14

The Registrant has added the following disclosure as it relates to the estimate anticipated percentage range of the Fund's net assets invested in non-U.S. issuers in the Investment Policies and Strategies, and in the Summary of Risks and Risk Factors sections in the Non-U.S. and Emerging Markets Risk item.

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“The Fund anticipates that under normal circumstances, it will invest no more than 10% of its total assets in non-U.S. securities and U.S. securities of companies domiciled in non-U.S. countries.”

The Registrant has not added disclosure of the anticipated percentage range of the Fund's net assets invested in below investment grade securities, private placements or other types of illiquid securities.  The Registrant believes this percentage range could vary significantly based on different market environments, on the level of assets in the Fund and on opportunities identified in the investment process. The current disclosure includes statements that the there is no limit on the amount of such investments.

Comment #15

This section of the Registration Statement states that under normal circumstances the Fund will concentrate its investments “in mortgage-related assets issued by government agencies or other governmental entities or by private obligors or issuers.” This appears to contradict the Fund’s statement of fundamental investment policy in the SAI that it will not concentrate in any particular industry (with the exception of obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities, or repurchase agreements with respect thereto). Please revise the disclosure to be consistent in this regard. In respect of the Fund’s fundamental concentration policy, as applied to its stated investment strategy, please also respond to the following.

Response #15

The Registrant has removed the following disclosure from the Investment Policies and Strategies sections:

“Under normal circumstances, the Fund will concentrate its investments (i.e., invest 25% or more of its total assets (measured at the time of purchase)) in mortgage-related assets issued by government agencies or other governmental entities or by private originators or issuers.”

The Registrant has revised the concentration policy disclosure in the SAI to read as follows:

“7.  Concentration.  The Fund will not invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry, except as permitted by the 1940 Act, any exemptive order, SEC release, no-action letter or similar relief or interpretations.”

The Registrant has added the following additional disclosure on page 2 of the Statement of Additional Information following the list of fundamental policies.

“With respect to the fundamental policy relating to concentration set forth in (7) above, the policy is not applicable to investments in obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities or repurchase agreements with respect thereto.  In addition, the Fund takes the position that agency mortgage-backed securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities, non-agency residential mortgage-backed securities, commercial mortgage-backed securities, collateralized mortgage obligations or any asset-backed

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securities do not represent interests in any particular industry or group of industries and therefore the 25% concentration restriction noted above does not apply to such securities. The Fund does not look through underlying investment companies, such as mutual funds, when measuring industry concentration.”

Comment #15a

a.To the extent the Fund concentrates its investments in “mortgage related assets” as an industry or group of industries, describe in correspondence how the Adviser defines this industry classification, including whether it relies on internally developed or third-party industry classifications.

Response #15a

The Adviser takes the position that “mortgage related assets”, including agency mortgage-backed securities, whether issued by the U.S. Government or its agencies and instrumentalities, non-agency residential mortgage-backed securities, commercial mortgage-backed securities, collateralized mortgage obligations or any asset-backed securities do not represent interests in any particular industry or group of industries, and therefore the 25% concentration restriction does not apply to such securities.

The Adviser generally uses third party industry classifications to determine the classification of a particular security. Mortgage related securities, however, are internally classified further by the Adviser based on the investment team's knowledge of the industry and the security.  The Adviser considers an industry to be a group of companies whose principal activities, products or services give them a similar economic risk profile vis à vis issuers in other sectors of the economy. As a result, the definition of any particular industr