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SEC Company Response from AG Mortgage Investment Trust, Inc. (MITN, MITP, MITT, MITT-PA, MITT-PB, MITT-PC) (CIK 0001514281) (MITN) — Jun 27, 2011

AG Mortgage Investment Trust, Inc. (MITN, MITP, MITT, MITT-PA, MITT-PB, MITT-PC) (CIK 0001514281)
Date: June 27, 2011 · CIK: 0001514281 · Accession: 0001193125-11-174374

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File numbers found in text: 333-172656

Date
June 27, 2011
Author
Director
Form
CORRESP
Company
AG Mortgage Investment Trust, Inc. (MITN, MITP, MITT, MITT-PA, MITT-PB, MITT-PC) (CIK 0001514281)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Assistant Director Re: AG Mortgage Investment Trust, Inc. Registration Statement on Form S-11 (File No. 333-172656)

Dear Mr. McTiernan:

Pursuant to Rule 461(a) of the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-11 (File No. 333-172656) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Standard Time on June 29, 2011, or as soon as practicable thereafter. This request for acceleration supersedes the request the Company submitted on April 26, 2011.

The Company hereby acknowledges (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) 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 (iii) the Company may not assert 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.

The Company requests that we be notified of such effectiveness by a telephone call to the undersigned at (212) 692-8248 and that such effectiveness also be confirmed in writing.

Very truly yours,
AG MORTGAGE INVESTMENT TRUST, INC.

Show Raw Text
CORRESP
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filename1.htm

Acceleration Letter

 June 27, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Michael McTiernan

 Assistant
Director

Re:

 AG Mortgage Investment Trust, Inc.

 Registration Statement on Form S-11 (File No. 333-172656)

Dear Mr. McTiernan:

 Pursuant to Rule
461(a) of the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-11 (File No. 333-172656) be accelerated by
the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Standard Time on June 29, 2011, or as soon as practicable thereafter. This request for acceleration supersedes the request the Company submitted on
April 26, 2011.

 The Company hereby acknowledges (i) should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) 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 (iii) the Company may not assert 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.

 The Company requests that we be notified of such
effectiveness by a telephone call to the undersigned at (212) 692-8248 and that such effectiveness also be confirmed in writing.

Very truly yours,

AG MORTGAGE INVESTMENT TRUST, INC.

By:

 /s/ Forest Wolfe

Name:

Forest Wolfe

Title:

 General Counsel

cc:

 Folake Ayoola

 Thomas P.
Conaghan

 Stephen E. Older

 Jonathan
Lieberman