SecProbe.io

Mail Stop 3010

June 19, 2009

Mr. Jeff Grogin Chief Legal Officer and Secretary PNMAC Capital Management, LLC 27001 Agoura Road, Third Floor Calabasas, California 91301
 Re: PennyMac Mortgage Investment Trust
  Registration Statement on Form S-11   Filed May 22, 2009   File No. 333-159460

Dear Mr. Grogin:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a re vision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with additional information so we may better understand y our disclosure.  After
reviewing this information, we may or  may not raise additional comments.
Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure re quirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to ca ll us at the telephone
numbers listed at the end of this letter.

General

 1. Please provide us with copies  of all graphics, maps, photogr aphs, and related captions or
other artwork including logos that yo u intend to use in the prospectus.
 2. Please note that any sales literat ure that is to be used in c onnection with this offering must
be submitted to us prior to use, including sales literature intended for broker-dealer use only.  Please submit all written sales material s proposed to be transmitted to prospective

Jeff Grogin
PNMAC Capital Management, LLC June 19, 2009
Page 2

investors, orally or in writing.  Please be aw are that we will need time to review these
materials.  In addition, note that sales material s must set forth a balanced presentation of the
risks and rewards to investors and should not co ntain any information or disclosure that is
inconsistent with or not also provided in the prospectus.  For guidance, refer to Item 19.D of
Industry Guide 5.
 3. To the extent applicable, please disclose any promoters pursuant to Item 11(d) of Form S-
11.
 4. We note that you intend to elect to be taxed as  a REIT and that you have not yet identified
any specific mortgage-related asse ts to acquire with the net proceeds of this offering.  As a
result, your offering appears to constitute  a “blind-pool” offering.  Accordingly, as
applicable, please provide the disclosure requ ired by Industry Guide 5 or tell us why such
disclosure should not be provide d in this document.  See Secu rities Act Release 33-6900.
 5. We note that you intend to operate your bus iness in a manner that will permit you to
maintain your exemption from registration unde r the 1940 Act.  Please note that we will
refer your response to the Division of Inve stment Management for further review.
 6. We note that certain of your executive officers and affiliates have agreed to purchase shares
in you in a concurrent private placement for an  aggregate investment equal to 5% of your
outstanding common shares after gi ving effect to the shares issu ed in this public offering,
excluding shares that may be sold pursuant to the underw riters’ overallotment option.
Please provide us with a detailed analysis re garding why the concurrent private placement
should not be integrated into your current public offering.  Pleas e see Securities Act Release
No. 8828 (Aug. 10, 2007).
7. You do not appear to have provided all the in formation required by Item 25 of Form S-11.
Please advise or revise.
 8. We note that one of the main objectives of the company’s business plan is to participate in
investment opportunities through the Legacy Lo ans Program.   Please discuss the current
status of this program and the FDIC’s plans to  implement it.  Please revise your disclosure
throughout the prospectus to di scuss how any changes to the Legacy Loans Program affect
your plan of operation.
Cover Page

 9. Please note that only the names of the lead or  managing underwriters should appear on the
cover page.  Please confirm that you will not in clude the names of the underwriters in the
syndicate on the cover page in the final pr ospectus that you dist ribute to investors.

Jeff Grogin
PNMAC Capital Management, LLC June 19, 2009
Page 3

Our Manager and its Operating Platform, page 2
 10. In the third paragraph, you refer to your platform as “high touc h.”  Here or elsewhere where
appropriate, please expand your disclo sure to explain this phrase.
 11. You state in the fourth paragr aph that your senior manageme nt team brings over 250 years
of experience in the residential mortgage i ndustry.  Please do not a ggregate the experience
of your senior management team.  Please re vise your disclosure  here and elsewhere
throughout the prospectus.
 Current Market Opportunities, page 2

 12. Please provide us with support for your be lief that “more than $1 trillion of [non-
performing and sub-performing residential mortga ge loans] are troubled.”  Similarly, please
provide support for your estimate that “the FDIC  held more than $3 billion in residential
mortgage loans from failed depository institutions.”
 Target Asset Class, page 7

 13. In this section and in your “Use of Proceed s” section, please pr ovide your anticipated
holdings in each target asset class.

Our Financing and Hedging Strategy, page 7

 14. We note that you intend to employ prudent leve rage to finance your investments but that
you anticipate initially utilizing li mited leverage.  Please revise  your disclosure to quantify
the amount of leverage that your manager cons iders to be “prudent ” and “limited” along
with the maximum amount you expect to utili ze.  We also note your disclosure on page 32
that your governing documents contain no lim itation on the amount of debt you may incur.
Please revise here and elsewhere as appropriate to disclose th at there is no limitation on the
amount of leverage you may utilize.
 Summary Risk Factors, page 8

 15. Refer to the last paragraph on page 16 and to your risk factor disclosure on page 25.  We
note that because of the fee structure, PL S may have the incen tive to avoid making
modifications on your mortgage loans.  Since mo difications of such loans appears to be so
essential to your overall strategy (as described on page 98 and el sewhere in the prospectus),
please highlight in your summary risk factor s the risk that PLS may avoid making such
modifications.

Jeff Grogin
PNMAC Capital Management, LLC June 19, 2009
Page 4

Our Relationship with our Ma nager and Servicer, page 11
 16. In your fee table, please revise the base manage ment fee to state when the fee is payable.
We note that it is calculated quarterly.
 17. In the incentive fee portion of the table, we note your example that shows that net income
will be offset by past net losses.  Please confirm, if true, that net income will not be offset by future net losses, even though the fee is payabl e in arrears.  For example, if you have net
income in one quarter (Q1) followed by a net loss the next quarter (Q 2), clarify whether you
will still pay an incentive fee for Q1.
 18. Refer to your disclosure regarding the loan se rvicing fee to PLS.  You state that you will
pay PLS “customary” market-based servicing fees.  But on page 16, you disclose that PLS
will be entitled to a servicing fee that is calculated, in part, as a percentage of the unpaid
principal balance of your mortga ge loan portfolio.  Please reco ncile.  If you intend to pay a
fee based on the percentage of unpaid princi pal, please disclose the actual percentage.
 19.  In the expense reimbursement portion of the fee table, please describe the “certain
organizational and operational expenses” for which PCM and PLS will be reimbursed and state whether reimbursement amounts w ill include reimbursement for personnel.

Concurrent Offering; Di rect Offering, page 15

 20. Please explain in greater detail how your dire ct offering will work, including, for example,
whether any current investor in the PennyMac funds is eligible to partic ipate.  Please state
whether you plan to register these securities or whether you pl an to rely upon an exemption.
 Conflicts of Interest, page 15

 21. Please also include in this section, to the extent  applicable, any potential  conflicts related to
your plans to invest in BlackRo ck-sponsored funds prior to th e full investment of offering
proceeds (we note your related disclosure on page  7), as well as your potential transactions
with BlackRock or Highfields Capital or thei r affiliates (which you discuss on page 27).
Please include this disclosure here and in the related section on page 104.  In addition,
please revise the “Certain Relationships and Related Transactions” section on page 129 to
include these transactions, as applicable.
 We may invest in credit default swaps…, page 50

 22. On page 83, you state that derivatives will be used for hedging purposes rather than
speculation.  However, it appears from your disc losure in this section that you do plan to
use them for speculation.  Please revise or advise.

Jeff Grogin
PNMAC Capital Management, LLC June 19, 2009
Page 5

Use of Proceeds
23. We note the delays in implementing the Leg acy Loans Program.  Please discuss how this
affects your use of proceeds.  For example, how long will the company hold such funds in
short term securities and how could this affect your anticipated holdings  in each target asset
class?  Please revise accordingly.
24. Please describe in greater detail the short term funds that the company ma y invest in prior to
the full investment of the offering proceeds.   Pl ease also include in th e risk factors section
any material risks related to these investments.

Distribution Policy, page 74
 25. We note that you may fund your distributions ou t of offering proceeds.  Please add risk
factor disclosure to address the related risks,  specifically the effect  it would have on cash
available for investing purposes and for di stribution purposes, as well as the potential
dilution effects.  In addition, please state th at funding dividends us ing offering proceeds
could constitute a return of capital, whic h would have the effect of reducing the
shareholder’s basis in your stock.

Current Market Opportunities, page 87

26. We note your disclosure in the “Targeted Asse t Classes” section that the company intends
to invest in residential mort gage-backed securities and othe r mortgage-backed securities.
Please revise this section and “Our Invest ment Strategy” and “Prospectus Summary”
sections to discuss how the company inte nds to purchase these investments.
27. Please disclose whether the company intends to participate in the Legacy Securities
Program.  If so, please describe this program and discuss its status.  Also revise “Our
Investment Strategy” and “Prospectus Su mmary” sections accordingly.

PennyMac’s “high touch” borrower focus aligns our investors with those of the borrowers, page 90
28. Please disclose how the current status of the Legacy Loans Program affects PennyMac’s
“high touch” strategy.  Also di scuss how this strategy will be implemented if the company
purchases residential-mortgage backed securi ties and other mortgage-backed securities.

Our Investment Strategy, page 91
29. We note your disclosure on page 92 that you antic ipate those banks that were determined by
“stress tests” conducted by the U.S. Treasury “to be undercapitalized … may be pressured
to dispose of some or all of their troubled loan portfolio through th e Legacy Loans Program,
which could make significant quantiti es of these assets available to  us at attractive prices.”

Jeff Grogin
PNMAC Capital Management, LLC June 19, 2009
Page 6

Please revise this disclosure in light of recen t statements by the FDIC on the status of the
Legacy Loans Program or advise us w hy such revision is not necessary.
30. Please update the disclosure on page 94 that “t he FDIC will conduct th e first auction under
the Legacy Loans Program in June 2009.”

Special servicing with an ali gnment of interests, page 91
 31. Please expand your disclosure here or elsewher e where appropriate to  explain in greater
detail you manager’s expertise and experience in  rehabilitating distre ssed mortgage loans.

Targeted Asset Classes, page 95

32. Please disclose your portfolio turnover polic y. Please see Item 13(b)(2) of Form S-11.

Valuation and Acquisition, page 96
 33. Please tell us whether the BlackRock Solutions platform will be used for your business.  If
not, please remove this reference.
 Historical Performance, page 101

 34. Please advise us whether the two PennyMac funds  have similar investment objectives as to
those of the registrant.  Please include in your explanation the types of  investments that the
PennyMac funds hold and how that compares  to your target a sset allocation.

35. We note that investors in the PennyMac funds  will be permitted to reduce their undrawn
capital commitments in the PennyMac funds by th e amount of their purchase in the direct
offering.  Please discuss the impact on the pro rata allocation of investment opportunities,
which you discuss on page 104.
 Conflicts of Interest, page 103

36. We note from your disclosure on page 27 that  you may enter into transactions with
affiliated entities.  Please disclose whether you have any investment or diligence policies
that apply to such affiliated transactions.
 Management Agreement, page 115

 37. Refer to the first bullet point.  Please disclose  how often the periodic review of investment
policies and allocation policy will take place.

Jeff Grogin
PNMAC Capital Management, LLC June 19, 2009
Page 7

Description of Shares of Be neficial Interest, page 132
 38. We note your statement that the following summar y description of your shares of beneficial
interest does not purport to be complete and is subject to  and qualified in its entirety by
reference to MRL and your ch arter and your bylaws.  Pleas e note that a summary should
highlight all the material provi sions and should not be subject to information outside of the
prospectus.  Please revise accordingly.
 Underwriting, page 170

 39. Please provide more detailed disclosure rega rding the services provided to you or your
affiliates by any managing underwriter.
 Note 3 – Significant Accounting Policies

 Organization and Offering Costs, page F-5

 40. We note your disclosure on page 14 which stat es that PCM and PLS will be entitled to
reimbursement of certain organizational a nd operating expenses, including third party
expenses, incurred on your behalf.  Please tell us and disclose  the conditions for
reimbursement, if any, for organization and offe ring costs and whether any such costs have
been incurred on your behalf.  Please disclose any material amounts that were incurred
subsequent to the balance sheet date as a subsequent event.  Also expand your disclosure to
include your policy for offering costs.
 Item 36.  Financial Statements and Exhibits, page II-3

 41. Please file the exhibits, includ ing the legal and tax opinions, with your next amendment or
provide drafts for us to review.  We must review the exhibits before we declare the
registration statement effectiv e and we may have comments.

*  *  * * *

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested supplemental information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your amendment and
responses to our comments.
We urge all