SecProbe.io

July 1, 2013

Via Email
Mr. Stanford L. Kurland
Chief Executive Officer
PennyMac Mortgage Investment Trust
6101 Condor Drive
Moorpark, CA  93021

Re: PennyMac Mortgage Investment Trust
 Form 10-K
Filed February 28, 2013
File No. 001 -34416

Form 10 -Q
Filed May 10, 2013
File No. 001 -34416

Dear Mr. Kurland :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 51

Net investment income, page 65

1. We note a s ignificant percentage of your increased net investment income is the result of
non-cash fair value adjustments.  As noted in the Commission ’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(FR-72), to  facilitate transparency and assist readers in identifying more readily the most

Stanford L. Kurland
PennyMac Mortgage Investment Trust
July 1, 2013
Page 2

 important information, companies should present their disclosure in a manner that
emphasizes the information and analysis that is most significant.  In future periodic
filings , consider expanding your discussion to more clearly and prominently discuss the
portion of your net investment income derived from fair value adjustments versus the
portion derived from your core business operations and the drivers of each.

Net Gain (L oss) on Investments, page 75

2. Reference is made to your tabular disclosures on page 75 summarizing the loan
modifications completed.  In future periodic filings, please include a discussion on how
the information presented should be used in understanding trends and success rates of
your modification programs and your ability to generate cash flows from your
nonperforming loan portfolio for each period covered in your financial statements.

Cash Flows, page 92

3. In your tabular presentation that compares the net gain (loss) that was accumulated
during the holding period of your liquidated assets in comparison to the actual proceeds
received and gain (loss) realized upon liquidation, we note that you did not includ e the
cost of managing the liquidated assets.  Given the increased significance of the fees paid
under your revised agreements with your external manager and other affiliates, what
consideration is given to expanding your discussion to address how those am ounts impact
the gains received by the company in future filings.

4. We note that you have a trend of cash outflows from operating activities.  In future
periodic filings, please provide expanded disclosure regarding the specific sources of
cash used for p ayments of your dividends for each period presented.

Liquidity and Capital Resources, page 93

5. In future periodic filings, p lease provide a quantification and discussion of the loan
repayments you expect to receive in the next twelve months, based upon the contractual
amount owed to you.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, page 96

Contractual Obligations, page 96

6. In future periodic filings, please include a discussion of your commitments to purchase
mortgage loans as disclosed in Note 26.

Stanford L. Kurland
PennyMac Mortgage Investment Trust
July 1, 2013
Page 3

Consolidated Balance Sheets, page F -1

7. Given the significance of your assets pledged to secure borrowings, in future periodic
filings, please parenthetically identify the amount pledged in the relevant line item on the
face of you r statement.

8. In your statement of cash flows, we note a cash outflow due to an increase in margin
deposits and restricted cash.  To the extent there are restrictions on your cash balances at
year end, please disclose the restricted amount on the face of y our balance sheet.

Consolidated Statements of Income, page F -2

9. Please tell us why you have not included a line item for net interest income.  Refer to
Rule 9 -04 of Regulation S -X.

10. Tell us your consideration of the guidance in Rule 4 -08(k) of Regulatio n S-X.

11. Please remove dividends declared per share from the face of the consolidated statements
of income in future annual reports.  Refer to ASC 260 -10-45-5.

Note 3 – Significant Accounting Policies, page F -8

Income Taxes, page F -14

12. Please clarify why the company was not subject to examination by any federal or state
taxing authority as of December 31, 2012 and 2011.

Note 27 – Shareholders’ Equity, page F -52

13. Regarding the equity offerings through Cantor Fitzgerald and Merrill Lynch, please
disclos e the use of proceeds from these offerings and the amount, if any, remaining in the
programs in future periodic reports.

Form 10 -Q for the quarter ended March 3, 2013

Management’s Discus sion and Analysis of Financial Condition and Results of Operations, page
52

Expenses, page 66

14. We note the increase in management fees due in part to the new management agreement
entered into on February 1, 2013.  In future filings, please expand your discussion of
management fees to separately address and quantify the c hange related to the base and

Stanford L. Kurland
PennyMac Mortgage Investment Trust
July 1, 2013
Page 4

 incentive portions of the fees.  Please also discuss your expectations for management fees
to be incurred in the future.  In that regard, we note from page 8 of your 10 -K for the year
ended December 31, 2012 that you expect to  incur the performance incentive portion of
the management fee in future periods.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have mad e.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to  staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kristi Marrone  at (202) 551 -3429 or me at (202) 551 -3413 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant Chief Accountant