SecProbe.io

Mail Stop 3010

July 27, 2009

Jeff Grogin Chief Legal Officer and Secretary PNMAC Capital Management, LLC 27001 Agoura Road, Third Floor Calabasas, California 91301
 Re: PNMAC Capital Management, LLC
  Amendment Nos. 2 and 3 to Regi stration Statement on Form S-11
  Filed July 16, 2009  and July 24, 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.

Amendment No. 2 to S-11, filed on July 16, 2009

General
 1. 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 distri bute to investors.

Jeff Grogin
PNMAC Capital Management, LLC July 27, 2009
Page 2

Our Manager and its Operating Platform, page 2
2. We note your added disclosure in the first paragraph.  Please explain what you mean by
“called or reserved to be called.”

Customized operational platform designed to  maximize the value of each loan, page 5
3. Please explain how your program is “highly scalable.”
4. We note your revised disclosure that “[w]e believe that the op erational infrastructure that
PennyMac has built, together with its mana gement expertise … provides it with a
competitive advantage over new entities seeki ng to compete in the market for distressed
residential loans and mortgage-related assets.”  This assertion appears to be overly broad.
Please revise to provide a reasonable basis for the statement or remove.

Access to investment opportunities, page 5
5. We note your additional disclosure relating to the Pennymac funds recent agreement to
purchase approximately $170 million of mortgage backed certificates.  Please tell us
whether your policies would permit the private Pe nnymac funds to transfer assets to you.  If
you have included this disclosure only to serv e as an example of your  sourcing capabilities,
please move this disclosure out of the summary section.

We depend upon PLS to provide primary serv icing and special servicing…, page 27

6. We note your disclosure that PLS will be entitl ed to receive an orig ination fee of 1.0% of
the unpaid principal balance of the loan plus $750.  Please include such  disclosure in your
fee table on page 14.
 Alignment of interests among PCM, our ma nagement and our investors, page 94

 7. Please disclose the “specific limited exceptions” to the lockup agreements.
 Table III, page 107

 8. We note your response to our prior comment 1.  You state that you have omitted certain line
items related to federal income tax results because the PennyMac funds have not yet filed
tax returns for their first year of operations.  Please revise Table III in accordance with
Guide 5 to disclose taxable income and tax data per $1,000 invested, along with disclosure,
as appropriate, as to the source of the data and whether the da ta is subject to adjustment
based on finalization of th e related tax returns.

Jeff Grogin
PNMAC Capital Management, LLC July 27, 2009
Page 3

Our Manager and the Management Agreement, page 115
 9. Please disclose Ms. Johns on’s experience from 2006-2008.
 Conditional Payment of the U nderwriting Discount, page 140

 10. Refer to the last sentence on page 141.  Please clarify to what “standards” you are referring.

Taxation of Our Company, page 160

11. We note that you intend to elect to be taxed as  a REIT commencing with your taxable year
ending December 31, 2009.  Please revise the desc ription of the tax opinion to clarify that
counsel has opined on your REIT status commencing with the same taxable year.

Amendment No. 3 to S-11, filed on July 24, 2009

Exhibit 10.4
12. We note that the Flow servicing agreement between Pennymac Operating Partnership L.P.
and Pennymac Loan Services LLC, filed as E xhibit 10.4, does not include Exhibits 1-10.
Please tell us why you have not included these exhibits.  Refer to Item 601 of Regulation S-
K.

*  *  * * *

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 expedite 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 persons who are responsible for the accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disc losure, they are responsible for th e accuracy and adequacy of the
disclosures they have made.       Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

Jeff Grogin
PNMAC Capital Management, LLC July 27, 2009
Page 4
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
  In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Di vision of Corporation Finance in  connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
You may contact Jonathan Wiggi ns at (202) 551-3694 or Jessi ca Barberich, Assistant Chief
Accountant, at (202) 551-3782 if you have que stions regarding comments on the financial
statements and related matters.  Please contact Angela McHale at (202 ) 551-3402 with any other
questions.  If you require fu rther assistance you may cont act me at (202) 551-3233.

     S i n c e r e l y ,          T o m  K l u c k       B r a n c h  C h i e f
    cc: Via Facsimile

 J. Gerard Cummins
 Sidley Austin LLP
 (212) 839-5599