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  SIDLEY
  AUSTIN LLP

  787 SEVENTH AVENUE

  NEW YORK, NY  10019

  (212) 839 5300

  (212) 839 5599 FAX

  BEIJING

  BRUSSELS

  CHICAGO

  DALLAS

  FRANKFURT

  GENEVA

  HONG KONG

  LONDON

  LOS
  ANGELES

  NEW YORK

  SAN FRANCISCO

  SHANGHAI

  SINGAPORE

  SYDNEY

  TOKYO

  WASHINGTON, D.C.

  jcummins@sidley.com

  (212) 839-5374

  FOUNDED
  1866

July 8,
2009

VIA
ELECTRONIC FILING AND EMAIL

Division of Investment
Management

Securities and Exchange
Commission

100 F Street NE

Washington, DC  20549

Attention:  Ms. Rochelle Plesset

  Re:

  PennyMac Mortgage Investment Trust

  Amendment No. 1 to Registration Statement on
  Form S-11

  File No. 333-159460

Dear Sirs and Mesdames:

Reference is hereby made to our telephone
conversation with Ms. Rochelle Plesset of the Division
of Investment Management, Securities and Exchange Commission (the “Commission”)
on July 6, 2009 regarding Amendment No. 1 (“Amendment No. 1”)
to the Registration Statement on Form S-11
(File No. 333-159460) of PennyMac Mortgage Investment
Trust, a Maryland real estate investment trust (the “Company”).  On behalf of the Company, we hereby submit
this correspondence at the request of Ms. Plesset in order to review in
detail our analysis of the Company’s exclusion from registration as an “investment
company” under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), based on the proposed structure of, and assets to be held by,
the Company and its subsidiaries following the Company’s initial public
offering of common shares of beneficial interest (the “IPO”).

General

The Company does not currently own any assets
and has not entered into any agreements to acquire assets.  Following its IPO, the Company intends to act
as a holding company for various direct and indirect subsidiaries that will
invest primarily in residential mortgage loans, including performing,
sub-performing and non-performing mortgage loans.  Based on current market conditions, the
Company’s primary focus initially will be on distressed mortgage loans.  Although the Company’s investment strategy will
focus primarily on residential mortgage loans, it may invest in other types of
assets in its targeted asset classes, including residential mortgage-backed
securities (“RMBS”), commercial mortgage-backed securities (“CMBS”),
mortgage-related derivatives, policies, instruments and agreements related to
mortgage insurance or reinsurance risk and hedging instruments.

The Company intends to conduct substantially
all of its operations, and make substantially all of its investments, through
its operating partnership, PennyMac Operating Partnership, L.P. (the “Operating
Partnership”), which, in turn, intends to conduct substantially all of its
operations, and make substantially all of its investments, through to-be-formed
subsidiaries of the Operating Partnership.
Please refer to the chart attached as Appendix A hereto reflecting the
Company’s organizational structure following the IPO.

The Company intends that neither it nor the
Operating Partnership will be subject to regulation under the Investment Company
Act following the IPO because the operations and structure of each of them will
place them outside the definition of investment company contained in Section 3(a)(1) of
the Investment Company Act.  In addition,
the Company intends that it and the Operating Partnership will be able to rely
upon the exclusion from the definition of “investment company” set forth in Section 3(c)(6) thereof.  Further, the Company intends that none of the
Operating Partnership’s subsidiaries will be required to register under the
Investment Company Act in reliance on (i) the exclusion set forth in Section 3(c)(6) or
Section 3(c)(5)(C) thereof, based on the composition of the assets to
be owned by such subsidiaries, as discussed below, or (ii) potentially
(but to a far lesser extent), the exception from the definition of “investment
company” set forth in Section 3(c)(7) thereof.

Section 3(a)(1) of the Investment Company Act

Each of the Company and the Operating
Partnership intends to conduct its business so that it will not be subject to
regulation under the Investment Company Act because it will not come within the
definition of an investment company under the Investment Company Act.  Under Section 3(a)(1) of the
Investment Company Act, an “investment company” means any issuer which:

(A)
Is or holds itself out as being engaged primarily, or proposes to engage
primarily, in the business of investing, reinvesting, or trading in securities;

(B)
Is engaged or proposes to engage in the business of issuing face-amount
certificates of the installment type, or has been engaged in such business and
has any such certificate outstanding; or

(C)
Is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding or trading in securities, and owns or proposes to acquire
investment securities having a value exceeding 40 per centum of the value of
such issuer’s total assets (exclusive of Government securities and cash items)
on an unconsolidated basis.

For purposes of the foregoing, the term “investment
securities” includes all securities except “(A) Government securities, (B) securities
issued by employees’ securities companies, and (C) securities issued by
majority-owned subsidiaries of the owner which (i) are not investment
companies, and (ii) are not relying on the exception from the definition
of investment company” in Section 3(c)(1) or Section 3(c)(7) of
the Investment Company Act.  Moreover, “majority-owned
subsidiary” of a person is defined in Section 2(a)(24) of the Investment
Company Act as a “company 50 per centum or more of the

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outstanding voting securities of which are
owned by such person, or by a company which . . . is a majority-owned
subsidiary of such person.”

The Company will operate primarily as a
holding company for a residential mortgage business and will not be engaged
primarily in the business of investing, reinvesting, owning, holding or trading
in securities.  Rather, through the
Operating Partnership and the Operating Partnership’s subsidiaries, the Company
will primarily be engaged in the business of its subsidiaries.  More than 60% (in fact, 100%) of the Company’s
total assets will consist initially of its holdings in its wholly-owned
subsidiaries, the Operating Partnership and PennyMac GP OP, Inc., the
entity through which it owns the general partner interest in the Operating
Partnership.  Similarly, the Operating
Partnership will operate as a holding company, will not be engaged primarily in
the business of investing, reinvesting, owning, holding or trading in
securities and will primarily be engaged in the business of its
subsidiaries.  The Operating Partnership’s
assets will consist initially of its holdings in its majority-owned
subsidiaries.  Initially, it is
contemplated that all such subsidiaries would be wholly-owned, although the
Operating Partnership may establish majority-owned or other subsidiaries if a
business purpose arises during the course of its operations that would require
such subsidiaries.  However, the Company
intends that wholly-owned and majority-owned subsidiaries that themselves are
not relying on Section 3(c)(1) or Section 3(c)(7) would
comprise more than 60% of the Operating Partnership’s total assets on an
unconsolidated basis.  As a result,
neither the Operating Partnership nor the Company will be deemed to be an
investment company.

Section 3(c)(6) and Section 3(c)(5)(C) of
the Investment Company Act

The Company and the Operating Partnership
also may rely upon the exclusion provided in Section 3(c)(6) of the
Investment Company Act.  In addition, it
is contemplated that certain subsidiaries of the Operating Partnership will not
be investment companies in reliance on the exclusion set forth in Section 3(c)(6) or
Section 3(c)(5)(C) of the Investment Company Act (each, a “3(c)(5)(C) Subsidiary”).  Section 3(c)(6) provides an
exclusion from the definition of “investment company” for:

any
company primarily engaged, directly, or indirectly through majority-owned
subsidiaries, in one or more of the businesses described in . . . [Sections
3(c)(3), 3(c)(4) and 3(c)(5)]. . . .

Section 3(c)(5)(C) provides an exclusion
from the definition of “investment company” for:

any person who is not engaged in the business of issuing redeemable
securities, face-amount certificates of the installment type or periodic
payment plan certificates, and who is primarily engaged in. . . purchasing or
otherwise acquiring mortgages and other liens on and interests in real estate.

Section 3(c)(5)(C),
as interpreted by the staff of the Commission, will require each subsidiary
relying on such exclusion to invest at least 55% of its assets in “mortgages
and other liens on and interests in real estate” (“Qualifying Real Estate
Assets”) and at least 80% of its assets in Qualifying Real Estate Assets plus
real estate-related assets (“Real Estate-Related Assets”).  The staff has previously indicated that it
would regard as Qualifying Real Estate

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Assets for purposes of Section 3(c)(5)(C) a
fee interest in real estate,1 a whole mortgage loan that is fully secured by real property2 and whole pool agency
certificates.3  The
staff also has granted no-action assurance to permit pass-through notes secured
by whole pools of conventional mortgage loans to be treated as Qualifying Real
Estate Assets.4  In
addition, the staff has granted no-action relief to permit a participation
interest in a mortgage loan fully secured by real property to be considered a
Qualifying Real Estate Asset if the holder of the participation interest has
the unilateral right to foreclose on the mortgage loan in the event of a
default,5 or to
control the process of foreclosure.6  The staff has suggested that if the holder of
a participation interest has such control rights with
respect to the underlying mortgage loans, the interest would be an interest in
real estate within the meaning of Section 3(c)(5)(C) rather than an
interest in the nature of a security in a company engaged in the real estate
business.7  The staff has also granted no-action
assurance to permit partial pool agency certificates or residual interests in a
pool of mortgage loans or agency certificates to be classified as Real
Estate-Related Assets for purposes of Section 3(c)(5)(C).8

Currently, the Company does not have any
operations and no subsidiaries have been formed.  It is anticipated that once operations
commence, the 3(c)(5)(C) Subsidiaries will invest primarily in residential
mortgage loans.  However, the assets of
the 3(c)(5)(C) Subsidiaries may also consist of non-U.S. government agency
RMBS, U.S. government agency RMBS, CMBS, mortgage-related derivatives,
policies, instruments and agreements related to mortgage insurance or
reinsurance risk and hedging instruments.
To ensure that each 3(c)(5)(C) Subsidiary is and remains eligible
for the exclusion provided by Section 3(c)(5)(C) (or Section 3(c)(6)),
the Company intends that each such subsidiary will make investments of the
types listed above consistent with the limits the staff has established in
no-action letters.  Accordingly, the
Company intends to classify the assets in which the 3(c)(5)(C) Subsidiaries
will invest in accordance with the following, subject to changes in the staff’s
interpretation of Section 3(c)(5)(C).

Mortgage
Loans.  The Company intends to
classify mortgage loans as Qualifying Real Estate Assets, where the loans are “fully
secured” by an interest in real estate.
That is, if the value of the loan is equal to or less than 100% of the
value of the real estate collateral, then the Company will consider the
mortgage loan a Qualifying Real Estate Asset. To the extent that the value of
the loan is in excess of 100% of the value of the real estate collateral, the
Company intends to classify only the portion of the value of the loan that does
not exceed the value of the real estate collateral as a Qualifying Real Estate
Asset and the excess will be classified as a Real Estate-Related Asset.

1 See, e.g.,
Investment Company Act Release No. 3140 (Nov. 18, 1960).

2 See, e.g.,
Merrill, Lynch, Pierce, Fenner & Smith, SEC No-Action Letter (pub.
avail. Nov. 4, 1981).

3 See, e.g.,
American Home Finance Corp., SEC No-Action Letter (pub. avail. Apr. 9,
1991).

4 See, e.g.,
Premier Mortgage Corp., SEC No-Action Letter (pub. avail. Mar. 14, 1983).

5 See Northwestern
Ohio Building & Construction Trades Foundation, SEC No-Action Letter
(pub. avail. May 21, 1984).

6 See, e.g., The
Federal Home Loan Mortgage Corp., SEC No-Action Letter (pub. avail. June 14,
1985).

7 See MGIC
Mortgage Corporation, SEC No-Action Letter (pub. avail. Aug. 1, 1974).

8 See, e.g., HOME Investors Trust, SEC No-Action
Letter (pub. avail. Sept. 29, 1989); Guaranteed Mortgage Corp. II (pub. avail. Jan. 9,
1984).

4

As disclosed in Amendment No. 1, the
Company intends to seek investment opportunities in residential mortgage loans
from several sources, including initially liquidations by the Federal Deposit
Insurance Corporation (the “FDIC”) of portfolios of residential mortgage loans
of failed depository institutions.  The
structures through which a 3(c)(5)(C) Subsidiary would acquire these types
of assets, if any, may vary.  For
example, in December 2008, the two private fund vehicles (the “PennyMac
funds”) currently managed by PNMAC Capital Management, LLC, the Company’s
proposed external manager (“PCM”), completed the acquisition of a pool of
performing and non-performing residential mortgage loans with an unpaid
principal balance of approximately $558 million from the FDIC as the receiver
for the First National Bank of Nevada.
Under the terms of the transaction, the PennyMac funds each acquired
100% of the interests in separate classes of interests of a newly-formed
limited liability company which, in turn, acquired all of the ownership
interest in a limited liability company formed by the FDIC to hold the pool of
loans.  The separate classes of interests
represent the entire interest in certain identified loans in the underlying
pool owned by the limited liability company formed by the FDIC.  The FDIC retained a participation interest in
the entity that holds the loans entitling it to a percentage of the proceeds
from the loans, which participation interest will be reduced after proceeds
reach a certain threshold.  PCM manages
the pool and PennyMac Loan Services, LLC, the Company’s proposed loan servicer,
provides primary and special servicing to the loans.  The foregoing illustrates a potential
structure that may be utilized by the Company in similar acquisitions of
mortgage loans from the FDIC; however, there can be no assurance that the FDIC
will employ similar structures in the future or that the Company, through the
Operating Partnership’s subsidiaries, will acquire any loans from the FDIC in
this or any other structure.  If a
3(c)(5)(C) Subsidiary acquires mortgage loans along with the PennyMac
funds in a similar structure, the Company intends to treat the 100% interest in
the separate class of interests of the limited liability company as a
Qualifying Real Estate Asset.

To the extent available, the Company may also
seek to acquire and finance investment opportunities in mortgage loans through
participation in the Legacy Loans Program of the U.S. Treasury’s Public-Private
Investment Program.  Although certain
aspects of the Legacy Loans Program have been announced by the U.S. Treasury,
it is understood that the program may be established with different terms or it
may not be established at all.  In
addition, a number of details regarding the Legacy Loans Program have not been
announced.  As a result, in the event the
program is established, although the Company will attempt to structure
acquisitions of mortgage loans through the Legacy Loans Program, if any, in a
manner that w