SecProbe.io

December 4, 2025
Daniel S. Perotti
Chief Financial Officer
PennyMac Mortgage Investment Trust
3043 Townsgate Road
Westlake Village, CA 91361
Re:PennyMac Mortgage Investment Trust
Form 10-K for the fiscal year ended December 31, 2024
File No. 001-34416
Dear Daniel S. Perotti:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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 October 1, 2025

 VIA
EDGAR

 Kellie Kim

 Jeffrey Lewis

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Real Estate & Construction

100 F Street, NE

 Washington, D.C. 20549

RE:
 PennyMac Mortgage Investment Trust

Form 10-K for the fiscal year ended December 31, 2024

File No. 001-34416

Dear Ms. Kim and Mr. Lewis:

 I am writing in response
to your letter dated September 12, 2025, regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company,” “our” or “we”)
for the fiscal year ended December 31, 2024.

 Set forth below is the Company’s response to your comment. For ease of review, your comment is
reprinted in bold face and is followed by our response.

 Form 10-K for the fiscal vear ended
December 31, 2024 Note 24—Earnings Per Common Share, page F-63

 I. We note your
disclosure in Note 15 regarding the 2026 Exchangeable Notes and 2029 Exchangeable Notes. which are collectively referred to as the Exchangeable Notes. Please tell us how you considered the effect of the Exchangeable Notes in your dilutive earnings
per common share calculation for the year ended December 31, 2024. Refer to ASC 260-10-50-l(c).

Company’s Response

 We disclose securities
that could potentially dilute basic earnings per share (“EPS”) in the future that were not included in the computation of diluted EPS because such securities are antidilutive in the current period in Note 24 – Earnings Per
Common Share.

 As disclosed in Note 24 – Earnings Per Common Share and Note 15— Long-Term Debt
under the subheading Unsecured Senior Notes—Exchangeable Senior Notes, effective June 21, 2024, the Company and its subsidiary, PennyMac Corp., entered into a Fifth Supplemental Indenture governing the 2026 Exchangeable Notes to
change the settlement terms to eliminate our option to elect physical share settlement on any exchange of the 2026 Exchangeable Notes and requiring us to settle the principal amount for cash and the remainder of the exchange obligation for cash,
common shares of beneficial interest (“Common Shares”) or a combination of cash and Common Shares. We issued the 2029 Exchangeable Notes with the same settlement terms as the revised terms of the 2026 Exchangeable Notes.

As a result of the settlement terms of the Exchangeable Notes, we now calculate diluted EPS as specified by ASC 260-10-45-40:

•

 As required by ASC 260-10-45-40.b.1, our calculation excludes adjustment for interest applicable to the Exchangeable Notes as the principal is required to be paid in cash; and

•

 As required by ASC 260-10-45-21A, the number of shares issuable under each of the Exchangeable Notes is calculated based on the average market price of the Company’s Common Shares in excess of the implied
conversion price of the Exchangeable Note. As shown below, the average Common Share price for 2024 was below the implied conversion price of each of the Exchangeable Notes:

 Issuance

Conversion rate

Implied price

 2026 Exchangeable Notes

63.3332

$
15.79

 2029 Exchangeable Notes

46.1063

$
21.69

 Actual annual average price of Common Shares

$
13.94

 As such, no incremental shares were issuable or included for purposes of the EPS calculations for 2024. Consistent with our
practice for the fiscal year ended December 31, 2024, in future calculations, if the average Common Share price is in excess of the implied conversion prices of the Exchangeable Notes, the shares issuable upon exchange of the Exchangeable Notes
will either be included in the calculation of diluted EPS or disclosed as not included in the computation of diluted EPS because such securities are antidilutive.

 2

 Closing

You may call me at (818) 224-7136 if you require clarification or have additional questions. I can also be reached by
U.S. mail or by e-mail at dan.perotti@pennymac.com.

Sincerely,

/s/ Daniel S. Perotti

Daniel S. Perotti

Chief Financial Officer

 3

September 12, 2025
Daniel S. Perotti
Chief Financial Officer
PennyMac Mortgage Investment Trust
3043 Townsgate Road
Westlake Village, CA 91361
Re:PennyMac Mortgage Investment Trust
Form 10-K for the fiscal year ended December 31, 2024
File No. 001-34416
Dear Daniel S. Perotti:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2024
Note 24 - Earnings Per Common Share, page F-63
1.We note your disclosure in Note 15 regarding the 2026 Exchangeable Notes and 2029
Exchangeable Notes, which are collectively referred to as the Exchangeable Notes.
Please tell us how you considered the effect of the Exchangeable Notes in your
dilutive earnings per common share calculation for the year ended December
31, 2024. Refer to ASC 260-10-50-1(c).
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

September 12, 2025
Page 2
            Please contact Kellie Kim at 202-551-3129 or Jeffrey Lewis at 202-551-6216 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

Mail Stop 3233
July 1, 2016

Via E -mail
Ms. Anne D. McCallion
Chief Financial Officer
PennyMac Mortgage Investment Trust
6101 Condor Drive
Moorpark , CA 93021

Re: PennyMac  Mortgage Investment Trust
Form 10 -K for the year ended December 31, 2015
Filed on February 29, 2016
File No. 001 -34416

Dear Ms. McCallion:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  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 rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities

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 June 22, 2016

Daniel L. Gordon

 Senior Assistant Chief Accountant

United States Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Real Estate and Commodities

 100
F Street, NE

 Washington, D.C. 20549

SUBJECT:

 Response to your comment letter

PennyMac Mortgage Investment Trust

 Form 10-K for the
fiscal year ended December 31, 2015

 Filed February 29, 2016

Definitive Proxy Statement on Schedule 14A

 Filed April
8, 2016

 File No. 001-34416

 Dear Mr. Gordon:

 I am
writing in response to your letter dated June 10, 2016 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the fiscal year ended December 31, 2015 and the
Company’s Definitive Proxy Statement on Schedule 14A.

 Set forth below are the Company’s responses to the staff’s comments. For ease of
review, each staff comment is reprinted in bold face and is followed by the corresponding response from the Company.

 Form 10-K for the Fiscal Year
Ended December 31, 2015

 General

1.
We note your response in your letter dated July 31, 2014, in which you state that in future Exchange Act periodic filings you will disclose your leverage ratio. We further note that you disclosed your leverage ratio
in your earnings slide presentations for the fourth quarter of 2015 and first quarter of 2016. To the extent this metric is a key performance or liquidity indicator, please include disclosure of this metric in future Exchange Act periodic reports.

 The Company’s response to this comment has been consolidated with the response to the second comment below.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, page 83

2.
We note your disclosure regarding the amount at risk relating to your debt financing on page 84, as well as your risk factor disclosure regarding haircuts under your repurchase agreements under the heading “We
finance our investments with borrowings, which may materially and adversely affect our return on our investments and may reduce cash available for distribution to our shareholders” on page 17.

In future Exchange Act periodic reports, to the extent material, please identify your period end weighted average haircut and discuss any
trends in these rates between periods.

 In future filings, the Company will present a comparative table including the percent of invested assets
pledged, the advance rate against pledged assets and its leverage ratio within the Liquidity and Capital Resources section of its Exchange Act periodic filings.

Any material trends in these data elements will be discussed. The table including data from March 31, 2016 and December 31, 2015 is shown below:

As of March 31, 2016 and December 31, 2015, the Company financed its investments in mortgage-backed securities, mortgage loans acquired for sale at fair
value, mortgage loans at fair value, mortgage loans at fair value held by a variable interest entity (“VIE”), mortgage servicing rights, excess servicing spread, real estate acquired in settlement of loans and restricted cash held in a VIE
with sales under agreements to repurchase, a mortgage loan participation and sale agreement, notes payable and asset-backed financing; and the Company also financed its investments as of December 31, 2015 with Federal Home Loan Bank advances, as
follows:

March 31,
2016

December 31,
2015

(dollars in thousands)

 Assets financed and pledged

$
5,353,877

$
5,231,476

 Total assets in classes of assets financed

$
5,518,671

$
5,376,068

 Secured borrowings (1)

$
4,009,416

$
3,947,125

 Percentage of invested assets pledged

97
%

97
%

 Advance rate against pledged assets

75
%

75
%

 Leverage ratio (2)

3.01x

2.81x

(1)
Excludes the effect of unamortized debt issuance costs.

(2)
All borrowings divided by shareholders’ equity at period end.

 The advance rate against pledged assets is
the complement of the haircut rate and is used more often than the haircut to communicate the ability of the Company to utilize borrowings against a particular asset class. While we deem the variance between the advance rates against pledged assets
to not be material for the above periods, we will discuss any trends in these rates between periods if the variance becomes material.

 Note 3 –
Significant Accounting Policies – Credit Risk Transfer, page F-10

3.
We note that transfers of mortgage loans subject to CRT agreements receive sale accounting upon fulfillment of the criteria for sale recognition. Please provide to us a detailed analysis to support your conclusion
that sale accounting is appropriate for these transactions in light of the retention of a portion of the credit risk.

 The Company
enters into credit risk transfer (“CRT”) agreements with the Federal National Mortgage Association (“Fannie Mae”), pursuant to which the Company sells pools of mortgage loans into Fannie Mae-guaranteed securitization trusts (the
“Fannie Mae Trusts”), through a consolidated special purpose entity (“SPE”), while retaining a portion of the credit risk (the credit guarantee) underlying such mortgage loans in exchange for a portion of the contractual
guarantee fee normally charged by Fannie Mae. The credit guarantee provides for the Company to absorb losses up to a specified maximum severity and is funded by the Company in the form of restricted cash contributed to and held by the SPE at the
time of the loan sale to Fannie Mae. The Company evaluated the transfer and sale of the mortgage loans to Fannie Mae under the CRT agreements to determine if those transactions meet the criteria for sale recognition under the Financial Accounting
Standards Board’s Accounting Standards Codification (“ASC”) Section 860, Transfers and Servicing (“ASC 860”).

 The Company
has typically transferred mortgage loans to Fannie Mae without sharing in the credit risk and those transfers are accounted for as sales in accordance with ASC 860-10-40. The terms and conditions of the transfer and servicing of the mortgage loans
in the CRT agreements differ from those of a typical Fannie Mae sales transaction as (i) the mortgage loans are transferred to Fannie Mae through an SPE instead of directly by the Company; (ii) restricted cash is deposited and retained in the SPE as
collateral for the credit guarantee obligation; and (iii) the transactions contain a derivative that represents the difference between the fair value of the cash inflows from a portion of the interest on the underlying mortgage loans and the fair
value of the cash outflows from any payments on the credit guarantee that are retained and owned by the Company. In the case of the mortgage loans subject to CRT agreements, such mortgage loans were first transferred on a servicing-retained basis to
a consolidated SPE, which then sold the mortgage loans to Fannie Mae and those mortgage loans are subject to the typical requirements of the Fannie Mae Selling/Servicing Guide. The Company’s continuing involvement is in the form of the
servicing obligation, representations and warranty obligations and the credit guarantee for which the Company receives a portion of the interest cash flows on the underlying mortgage loans that would otherwise be retained by Fannie Mae. The
restricted cash deposits and the derivative are retained in the consolidated SPE. As such, additional analysis was required to evaluate whether these mortgage loan transfers should be accounted for as sales or as secured financing arrangements.

The Company concluded that transfers of mortgage loans to the Fannie Mae Trusts under CRT agreements should be accounted for as sales and de-recognition of
the mortgage loans by the Company is appropriate under accounting principles generally accepted in the United States (“GAAP”) upon meeting the criteria for sale recognition contained in ASC 860-10-40-5, which include the following:

•

The transferred financial assets have been legally isolated from the transferor.

•

Each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee from taking advantage of its right to pledge or exchange the asset
and provides more than a trivial benefit to the transferor.

•

The transferor and its consolidated affiliates do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets.

Further, the Company concluded that the existence of the credit guarantee did not cause consolidation of the Fannie Mae Trusts holding the mortgage
loans. That is, the Company is not the primary beneficiary of the Fannie Mae Trusts (VIEs) under ASC Section 810, Consolidations, because Fannie Mae has the power to direct the most significant activities of the Fannie Mae Trusts in the
same manner as any other transfer of mortgage loans that does not include the credit guarantee.

 Accounting Analysis

Isolation of transferred financial assets

 Under ASC
860-10-40-5(a), de-recognition of transferred financial assets is appropriate only if the available evidence provides reasonable assurance that the transferred financial assets have been put presumptively beyond the reach of the powers of (1) a
bankruptcy trustee or (2) other creditors of the transferor or any other consolidated affiliate of the transferor that is not a special-purpose corporation or other entity designed to make remote the possibility that the other entity would enter
bankruptcy or other receivership.

 In the context of U.S. bankruptcy laws, a true sale opinion (“TSO”) from an attorney is often required to
support a conclusion that transferred financial assets are isolated from the transferor, any of its consolidated affiliates included in the financial statements being presented, and its creditors. A non-consolidation opinion (“NCO”) is
often also required if the transfer is to an affiliated entity to support a conclusion that the entity holding the transferred financial assets exists separately from the transferor and substantive consolidation of the entity holding the transferred
financial assets and liabilities would not be required in the event of the transferor’s bankruptcy or receivership.

 The evaluation of whether the
transferred mortgage loans were isolated from the Company was based on an analysis of the legal considerations of the terms of the mortgage loan sales and the Company’s continuing involvement. The Company obtained both a TSO and NCO from an
outside law firm to evidence that legal isolation was achieved in the asset transfer between the Company and the SPE.

 The TSO concluded that a true sale
at law occurs on each date that the Company transfers mortgage loans and receives consideration with a fair value equal to the fair value of the mortgage loans transferred. At each transfer date, the Company achieves legal isolation and
de-recognizes the mortgage loans from its balance sheet. The receipt and subsequent sale of all Fannie Mae MBS for cash equivalent to the fair value of those securities, the issuance of the interest-only strip security in exchange for the credit
guarantee, which together are accounted for as a derivative financial instrument, and the restricted cash pledged to secure the credit guarantee were not determined to preclude legal isolation. Similar to the TSO, the NCO concluded that the
transferred mortgage loans will not be consolidated into the SPEs’ bankruptcy estates after the Company transfers mortgage loans and receives consideration with a fair value equal to the fair value of the mortgage loans transferred.

Transferee’s right to pledge or exchange

 Under ASC
860-10-40-5(b), a transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in which the transferor surrenders control over those financial assets shall be accounted for as a
sale if each transferee has the right to pledge or exchange the assets (or beneficial interests) it receives and no condition both constrains the transferee from taking advantage of its right to pledge or exchange and provides more than a trivial
benefit to the transferor.

 The Company evaluated whether there are any restraints put on the assets (i.e., mortgage loans or MBS) sold to the transferees
(i.e., the mortgage loans transferred to Fannie Mae or the resulting MBS sold to nonaffiliates). Upon consummation of a transfer, the transferee (or in this case, the beneficial interest holders of the MBS) should have the ability to freely pledge
or exchange the assets.

 Fannie Mae does not have the ability to pledge or exchange the mortgage loans from the Fannie Mae Trusts. However, because the
transferee’s sole purpose is to engage in securitization, we considered whether the MBS investors are able to pledge or exchange their beneficial interests. Based on the sale agreements and the sale of the MBS to nonaffiliates, the MBS
investors have the right to pledge or exchange the MBS received. The Company considered examples in the accounting literature of conditions that both constrain the transferee and presumptively provide the transferor with more than trivial benefits.
Based on a review of the sale agreements and the sale of the MBS to third parties, the Company did not identify any constraints or contingencies on the MBS investors (i.e., provisions prohibiting selling or pledging a transferred loan receivable,
contractual constraints that narrowly limit timing or terms, freestanding call options or forward purchase-sale contracts, or deep-in-the-money written put options).

 Effective control

Under ASC 860-10-40-5(c), a transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset
in which the transferor surrenders control over those financial assets shall be accounted for as a sale when the transferor, its consolidated affiliates included in the financial statements being presented, or its agents do not maintain effective
control over the transferred financial assets or third-party beneficial interests related to those transferred assets.

 Management determined that the
Company no longer maintained effective control over the assets sold to the Fannie Mae Trusts as:

•

The Fannie Mae Selling/Servicing Guide does not require the Company to repurchase the transferred assets before their maturity.

•

The Company does not have a unilateral right to repurchase the mortgage loans, except when mortgage loan defects are discovered, thereby subjecting those loans to the requirements of the sale agreements’
representations and warranties. Such representations and warranties are standard for mortgage loan sale transactions under the Fannie Mae Selling/Servicing Guide.

•

The sale agreements do not contain any of the following terms that would maintain effective control over the transferred assets:

•

Call options;

•

Agreements to repurchase or redeem the transferred financial assets;

•

Ability to unilaterally cause the return the transferred financial assets;

•

Removal-of-accounts provision where the transferor can reclaim assets previously transferred; or

•

Ability of transferee to require the transferor to repurchase at a favorable price.

•

The sale agreements do include a 10% cleanup call option, which is permitted under the Fannie Mae Selling/Servicing Guide and such a feature does not preclude sale accounting under GAAP.

Definitive Proxy Statement on Schedule 14A

4.
We note your disclosure regarding individual equity-based awards to your named executive officers. In future filings, please expand your disclosure to describe the basis for each individual equity-based award to your
named executive officers, including how you determined the specific amounts.

 In future filings, the Company will expand t

Mailstop 3233
June 10 , 2016

Via E -mail
Ms. Anne D. McCallion
Chief Financial Officer
PennyMac Mortgage Investment Trust
6101 Condor Drive
Moorpark , CA 93021

Re:  PennyMac  Mortgage Investment Trust
Form 10 -K for the year ended December 31, 2015
Filed on February 29, 2016
File No. 001 -34416

Dear Ms. McCallion:

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comment s within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do  not believe our
comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015
 General

1. We note your response in your letter dated July 31, 2014, in which you state that in future
Exchange Act periodic filings you will disclose your leverage ratio.   We further note that
you disclosed your leverage ratio in your earnings slide presentations f or the fourth
quarter of 2015 and first quarter of 2016.   To the extent this metric is a key performance
or liquidity indicator, please include disclosure of this metric in future Exchange Act
periodic reports.

Ms. Anne D. McCallion
PennyMac Mortgage Investment Trust
June 10, 2016
Page 2

 Management’s Discussion and Analysis o f Financial Condition and Results of Operations

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, page 83

2. We note your disclosure regarding the amount at risk relating to your debt financing on
page 84, as well as your risk factor dis closure regarding haircuts under your repurchase
agreements under the heading “We finance our investments with borrowings, which may
materially and adversely affect our return on our investments and may reduce cash
available for distribution to our shareho lders” on page 17.   In future Exchange Act
periodic reports, to the extent material, please identify your period end weighted average
haircut and discuss any trends in these rates between periods.

Note 3 – Significant Accounting Policies

Credit Risk Transfer, page F -10

3. We note that transfers of mortgage loans subject to CRT agreements receive sale
accounting upon fulfillment of the criteria for sale recognition.  Please provide to us a
detailed analysis to support your conclusion that sale accounting  is appropriate for these
transactions in light of the retention of a portion of the credit risk.

Definitive Proxy Statement on Schedule 14A

4. We note your disclosure regarding individual equity -based awards to your named
executive officers.  In future filings, please expand your disclosure to describe the basis
for each individual equity -based award to your named executive officers, including how
you determined the specific amounts.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 com pany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , 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.

Ms. Anne D. McCallion
PennyMac Mortgage Investment Trust
June 10, 2016
Page 3

 You may contact Shannon Sobotka, Staff Accountant,  at (202) 551 -3856  or Jaime John,
Branch Chief, at (202) 551 -3446  if you have questions regarding comments on the financial
statements and related matters.  Please contact  Sara Von Althann, Staff Attorney , at (202) 551 -
3207 or Tom Kluck, Branch Chief,  at (202) 551 -3233 with any other question s.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities

July 23, 2015

Via E -mail
Anne D. McCallion
Chief Financial Officer
PennyMac Mortgage Investment Trust
6101 Condor Drive
Moorpark, CA  93021

Re: PennyMac Mortgage Investment Trust
Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -34416

Dear Ms. McCallion :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Staff Accountant

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 July 7, 2015

Jennifer Monick

 Staff Accountant

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

 SUBJECT:

 Response to your comment letter

PennyMac Mortgage Investment Trust

Form 10-K for the fiscal year ended December 31, 2014

Filed March 2, 2015

File No. 1-34416

 Dear Ms. Monick:

 I am
writing in response to your letter dated June 22, 2015 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the fiscal year ended December 31, 2014 as filed on
March 2, 2015.

 Following are our responses to your comments. For ease of review, we have reprinted your comments in bold face followed by our
responses.

 General

1.
Please tell us how you complied with Rule 5-04 of Regulation S-X, or tell us how you determined it was not necessary to provide a Schedule IV.

The Company provides mortgage loan concentration data in Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Investment Portfolio Composition – Mortgage Loans that provides portfolio composition information for eight different attributions. The Company believes that its analysis provides more useful information than
that required by Rule 5-04, given the nature of the assets acquired – distressed mortgage loans. The Company’s presentation includes much of the information specified by Rule 12-29.

 Specifically:

•

the second table included in the Company’s analysis groups its mortgage loans by categories (first or second trust deed);

•

the first table included in the Company’s analysis identifies mortgage loans between mortgage loans where principal and interest is payable at level amounts over life to maturity as well as those subject to balloon
payments.

 The tables also include information on:

•

owner occupancy (the third table in the Company’s presentation);

•

loan seasoning (the fourth table in the Company’s presentation);

•

borrower creditworthiness as expressed by the borrower’s FICO score (the fifth table in the presentation);

•

current loan-to-value of the mortgage loans (the sixth table in the presentation);

•

geographic distribution of the mortgage loans (the seventh table in the presentation); and

•

the payment status of the mortgage loans (the eighth table in the presentation).

 The Company does not group
its mortgage loans at fair value by original loan amount as its mortgage loan investments are primarily comprised of distressed single-family mortgage loans that are carried at fair value, and the mortgage loans’ fair values are generally
significantly less than the mortgage loans’ unpaid principal balances (“UPB”). Original loan amount and UPB are not significant indicators of risk. The Company believes that the attributes presented in Management’s Discussion and
Analysis of Financial Condition and Results of Operations are more relevant than the groupings of the portfolio’s original mortgage loan amounts.

The Company supplements the loan attribution disclosures contained in Management’s Discussion and Analysis of Financial Condition and Results of
Operations in Note 8 – Fair Value and Note 12 – Mortgage Loans at Fair Value to its consolidated financial statements. In Note 8, the Company rolls forward its investment in distressed mortgage loans
and discloses both the principal amount due upon maturity and the fair value of the mortgage loans. In Note 12 to its consolidated financial statements, the Company discloses the fair value and the unpaid principal balance by mortgage loan
type.

 The Company believes that its business operations have characteristics that are more similar to those of a bank holding company than those of a
commercial company. Accordingly, the Company’s financial statements in certain areas are prepared following the guidance of Article 9 of Regulation S-X. The Company also believes this position
is supported by comment four of the staff’s comment letter issued to the Company dated August 6, 2013 and in subsequent correspondence between the Company and staff relating thereto, whereby the Company was advised to conform with Rule
9-04 of Regulation S-X as it related to income statement presentation.

 The Company therefore believes that
the schedule specified in Rule 5-04 of Regulation S-X is rendered unnecessary as it is duplicative of much of the information provided by the Company and less relevant for understanding the Company’s portfolio than the information provided in
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Notes to the consolidated financial statements.

 Jennifer Monick

Securities and Exchange Commission

 July 7, 2015

Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Liquidity and Capital Resources, page 84

2.
You indicated in a response to the SEC Staff dated July 31, 2014 that in future annual reports, you would provide the average quarterly balance for your asset repurchase agreements for each of the past three
years, the period-end balance for each of those quarters, and the maximum balance outstanding during each quarter and explain the cause and business reasons for material variances of such repurchase agreements. We are unable to locate such
disclosure; please advise.

 The Company respectfully advises the staff that it inadvertently omitted the data from the Liquidity and
Capital Resources section of the Company’s Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2014. The Company will include the tables in future Annual Reports.

Data on the average annual balance for the Company’s repurchase agreements, the fiscal year-end balance and the maximum balance outstanding during each
fiscal year are provided in Note 17 to the consolidated financial statements contained in the Company’s Annual Report for the fiscal year ended December 31, 2014 and in Notes 18 – 22 to the consolidated financial statements contained
in the Company’s Annual Reports for the fiscal years ended December 31, 2013 and 2012.

 Information on average and maximum balances outstanding,
including the cause and business reasons for material variances between average and maximum balances of repurchase agreements, has also been included on a voluntary basis in the Liquidity and Capital Resources section of every Quarterly Report on
Form 10-Q and Annual Report filed by the Company since the period ended September 30, 2010.

 In its future Annual Reports, the Company will include
the tabular disclosure of the average quarterly balance of assets sold under agreements to repurchase for each of the past three years, the period-end balance for each of those quarters, and the maximum balance outstanding during each quarter, along
with an explanation of the cause and business reason for material variances of such repurchase agreements. The quarterly information for 2014, 2013 and 2012 is presented below.

2014 quarter ended

 Assets sold under agreements to repurchase:

December 31

September 30

June 30

March 31

 Average balance outstanding

$
2.462.496

$2,501,816

$
2,253,127

$
1,795,702

 Maximum daily balance outstanding

$
3,187,742

$2,815,572

$
2,814,572

$
2,079,090

 Ending balance

$
2,730,130

$2,416,686

$
2,701,755

$
1,887,778

2013 quarter ended

 Assets sold under agreements to repurchase:

December 31

September 30

June 30

March 31

 Average balance outstanding

$
1,839,662

$1,755,850

$
1,385,350

$
1,221,766

 Maximum daily balance outstanding

$
2,362,467

$2,736,873

$
2,108,956

$
1,619,022

 Ending balance

$
2,039,605

$1,980,058

$
1,565,896

$
1,615,050

 Jennifer Monick

Securities and Exchange Commission

 July 7, 2015

Page 3

2012 quarter ended

 Assets sold under agreements to repurchase:

December 31

September 30

June 30

March 31

 Average balance outstanding

$
1,031,394

$   886,601

$
736,305

$
564,170

 Maximum daily balance outstanding

$
1,394,732

$1,372,720

$
1,017,397

$
734,585

 Ending balance

$
1,256,102

$1,041,371

$
1,007,712

$
501,441

 The difference between the maximum and average daily amounts outstanding was due to increasing volume and the timing of
mortgage loan purchases and sales in our correspondent production business and timing of distressed mortgage loan acquisitions.

 Contractual
Obligations, page 86

3.
It does not appear that you include interest expense related to certain debt agreements. In future periodic filings, please confirm that you will disclose the amount of interest related to your debt in future
filings, or tell us why such information is not meaningful. Refer to footnote 46 of SEC Interpretive Release 33-8350 dated December 19, 2003.

In future filings, the Company will include anticipated interest expense relating to its long-term debt agreements in its tabular disclosure of contractual
obligations.

 Consolidated Financial Statements – Note 8—Fair Value, page F-27 – Financial Statement Items Measured at Fair Value on
a Recurring Basis

4.
We note that the mortgage loans at fair value consisting of fixed-rate jumbo loans held in a VIE are categorized as level 2 in the fair value hierarchy. Please tell us the differences in the valuation characteristics
of these mortgages to those that underlie the remaining amount of mortgage loans at fair value categorized as level 3.

 The
fixed-interest rate jumbo mortgage loans held in a VIE are prime-credit quality mortgage loans that the Company securitized shortly after acquisition. The Company has been able to estimate these mortgage loans’ fair values using broker
indications of fair value for all of the individual securities issued by the securitization trust to derive a fair value for the mortgage loans. The Company validates the brokers’ indications of fair value using pricing models and inputs that
are similar to the models and inputs used by other market participants. The Company believes that such methods and inputs are market-observable and therefore has classified such mortgage loans as “Level 2” financial statement items.

The remaining mortgage loans at fair value — mortgage loans classified as “Level 3” financial statement items — represent mortgage loans
that were both seasoned and either severely delinquent or at heightened risk of default at acquisition. The market for such loans is limited and difficult to observe. Valuation of such mortgage loans therefore relies on significant unobservable
inputs. Accordingly, such loans are categorized as “Level 3” financial statement items and their fair values are estimated using a discounted cash flow approach.

In future filings the Company will enhance its disclosure of its valuation techniques and inputs in Note 8 – Fair Value to further clarify
its basis for classifying its mortgage loans held at fair value held in a VIE by adding the following sentences: For the mortgage loans at fair value held in a VIE, the fair values of all of the individual securities issued by the securitization
trust are used to derive a fair value for the mortgage loans. The Company obtains indications of fair value from nonaffiliated brokers based on observed transactions for comparable securities and validates the brokers’ indications of fair value
using pricing models and inputs the Investment Manager believes are similar to the models and inputs used by other market participants.

 Jennifer Monick

Securities and Exchange Commission

 July 7, 2015

Page 4

 The Company acknowledges 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 call me at (818) 224-7434 if you require clarification or have additional questions. I can also be reached by U.S. mail or by e-mail at
anne.mccallion@pnmac.com.

Sincerely,

/s/ Anne D. McCallion

Anne D. McCallion

Chief Financial Officer

June 22, 2015

Via E -mail
Anne D. McCallion
Chief Financial Officer
PennyMac Mortgage Investment Trust
6101 Condor Drive
Moorpark, CA  93021

Re: PennyMac Mortgage Investment Trust
Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -34416

Dear Ms. McCallion :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General
1. Please tell us how you complied with Rule 5 -04 of Regulation S -X, or tell us how you
determined it was not necessary to provide a Schedule IV.

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

Liquidity  and Capital Resources, page 84
2. You indicated in a response to the SEC Staff dated July 31, 2014 that in future annual
reports, you would provide the average quarterly balance for your asset repurchase
agreements for each of the past three years, the perio d-end balance for each of those
quarters, and the maximum balance outstanding during each quarter  and explain the
cause and business reasons for material variances of such repurchase agreements.  We are
unable to locate such disclosure; please advise.

Anne D. McCallion
PennyMac Mortgage Investment Trust
June 22, 2015
Page 2

 Contractual Obligations, page 86
3. It does not appear that you include interest expense related to certain debt agreements.  In
future periodic filings, p lease confirm that you will disclose the amount of interest related
to your debt in future filings , or tell  us why such information is not meaningful.  Refer to
footnote 46 of SEC Interpretive Release 33 -8350 dated December 19, 2003.

Consolidated Financial Statements

Note 8 —Fair Value, page F -27

Financial Statement Items Measured at Fair Value on a Recurring  Basis
4. We note that the mortgage loans at fair value consisting of fixed -rate jumbo loans held in
a VIE are categorized as level 2 in the fair value hierarchy.  Please tell us the differences
in the valuation characteristics of these mortgages to those that under lie the remaining
amount of mortgage loans at fair value categorized as level 3.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3295 with any questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Staff Accountant

September 1 6, 2014

Via E -Mail
Ms. Anne D. McCallion
Chief Financial Officer
PennyMac  Mortgage Investment Trust
6101 Condor Drive
Moorpark, CA 93021

                 Re: PennyMac Mortgage Investment Trust
                        Form 10-K for the Fiscal Ye ar Ended December  31, 20 13
Filed February 28, 2014
File No. 001-34416

Dear M s. McCallion :

We have completed our review of your filing.  We remind you that our comments
or changes to disclosure in response to our comments do not foreclose the Commission
from taking any action with respect to the company o r the filings 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.  We urge all persons
who are responsible for the accuracy and adequ acy of the disclosure in the filings to be
certain that the filings include the information the Securities Exchange Act of 1934 and
all applicable rules require.

                                                                                    Sincerely,

        /s/ Kristi Marrone

Kristi Marrone
                                                                         Staff Accountant

CORRESP
1
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CORRESP

      6101 Condor Drive

      Moorpark, CA 93021

 September 15, 2014

Ms. Kristi Marrone

 Staff Accountant

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

 SUBJECT:

 File No. 001-34416

Response to your comment letter

PennyMac Mortgage Investment Trust

 Form 10-K for the
Fiscal Year Ended December 31, 2013

 Filed February 28, 2014

 Dear Ms. Marrone:

 This
letter serves as an addendum to our letter to you dated July 31, 2014 in response to your letter dated July 17, 2014 and regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the
“Company”) for the year ended December 31, 2013 as filed on February 28, 2014.

 Acknowledgement

The Company acknowledges 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 call me at (818) 224-7434 if you require clarification or have additional questions. I can also be reached by U.S. mail or by e-mail at
anne.mccallion@pnmac.com.

 Sincerely,

/s/ Anne D. McCallion

Anne D. McCallion

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 6101 Condor Drive

Moorpark, CA 93021

July 31, 2014

Ms. Kristi Marrone

 Staff Accountant

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

 SUBJECT:

 File No. 001-34416

 Response to
your comment letter

 PennyMac Mortgage Investment Trust

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 28, 2014

 Dear Ms. Marrone:

 I am
writing in response to your letter dated July 17, 2014 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the year ended December 31, 2013 as filed on
February 28, 2014.

 Following are our responses to your comments. For ease of review, we have reprinted your comments in bold face followed by our
responses.

 Form 10-K for the Fiscal Year Ended December 31, 2013 filed February 28, 2014

Liquidity and Capital Resources, page 87

1.
We note that you disclosed your leverage ratio in your 2013 Q4 earnings call. To the extent used by management, please disclose your leverage coverage ratio in future Exchange Act periodic filings.

 Ms. Kristi Marrone

July 31, 2014

 Page 2 of 5

 We will add our leverage ratio to future Exchange Act periodic filings as shown in bold text below:

As of December 31, 2013 and December 31, 2012, we financed our investments in mortgage backed securities, our inventory of mortgage loans acquired
for sale at fair value, mortgage loans at fair value, mortgage loans at fair value held by variable interest entity, and real estate acquired in settlement of loans under agreements to repurchase and forward purchase agreements as follows:

December 31, 2013

December 31, 2012

(dollars in thousands)

 Assets financed

$
3,447,587

$
1,944,973

 Total assets in classes of assets financed

$
3,787,478

$
2,253,233

 Borrowings

$
2,431,600

$
1,256,102

 Percentage of invested assets pledged

91
%

86
%

 Advance rate against pledged assets

71
%

65
%

 Leverage ratio (1)

1.83
x

1.05
x

(1)
All borrowings divided by shareholders’ equity at period end.

2.
We note your quantification of the average balance outstanding and maximum daily amount outstanding for repurchase agreements on an annualized basis here and in the notes to the financial statements. Please expand
your disclosure in future filings to quantify the average quarterly balance for each category of repurchase agreement for each of the past three years. In addition, quantify the period end balance for each of those quarters and the maximum balance
at any month-end. Explain the causes and business reasons for significant variances among these amounts.

 Beginning late in 2013,
certain of our repurchase agreements began providing financing eligibility across multiple types of collateral. Therefore, providing information regarding available borrowing capacity at period end became relevant only in total for each such
agreement. Further, we manage our repurchase borrowing levels by facility and contractual limitations across asset classes. As a result, beginning with the quarter ended March 31, 2014, we have provided our repurchase agreement disclosures
as a single item, “assets sold under agreements to repurchase” consistent with how we view and manage such borrowings.

 In the Liquidity and
Capital Resources section of future Annual Reports on Form 10-K, we will quantify the average quarterly balance for our asset repurchase agreements for each of the past three years, the period-end balance for each of those quarters, and the
maximum balance outstanding during each quarter. We will also explain the cause and business reason for material variances among these amounts.

 Ms. Kristi Marrone

July 31, 2014

 Page 3 of 5

 Consolidated Balance Sheets, page F-1

3.
We note that you separately present the assets and liabilities held by your consolidated variable interest entity on the balance sheet. In future filings, please recast your balance sheet to present the consolidated
totals for each line item required by Rule 5-02 of Regulation S-X. Please note that you may state parenthetically after each line item the amount that relates to consolidated VIEs, or you may include a table following the consolidated balance sheets
to present assets and liabilities of consolidated VIEs that have been included in the preceding balance sheet.

 Changes to our balance
sheet with respect to the presentation of VIEs will be as follows in future filings. New text is presented in bold face:

December 31,

2013

2012

(in thousands, except share data)

ASSETS

 Cash

$
27,411

$
33,756

 Short-term investments

92,398

39,017

 Mortgage-backed securities at fair value

197,401

—

 Mortgage loans acquired for sale at fair value (includes $454,210 and $947,522 pledged to secure mortgage loans acquired for sale under
agreements to repurchase)

458,137

975,184

 Mortgage loans at fair value (includes $2,479,739 and $956,583 pledged to secure mortgage loans sold under agreements to
repurchase)

2,600,317

1,189,971

 Mortgage loans under forward purchase agreements at fair value (includes $218,128 pledged to secure borrowings under forward purchase
agreements)

218,128

—

 Excess servicing spread purchased from PennyMac Financial Services, Inc.

138,723

—

 Derivative assets

7,976

23,706

 Real estate acquired in settlement of loans (includes $98,109 and $23,834 pledged to secure real estate acquired in settlement of loans
sold under agreements to repurchase)

138,942

88,078

 Real estate acquired in settlement of loans under forward purchase agreements, pledged to secure forward purchase agreements

9,138

—

 Mortgage servicing rights (includes $26,452 and $1,346 carried at fair value)

290,572

126,776

 Servicing advances

59,573

32,191

 Due from PennyMac Financial Services, Inc.

6,009

4,829

 Other assets

66,192

46,155

 Total assets

$
4,310,917

$
2,559,663

LIABILITIES

 Assets sold under agreements to repurchase

$
2,039,605

$
1,256,102

 Borrowings under forward purchase agreements

226,580

—

 Asset-backed secured financing at fair value

165,415

—

 Exchangeable senior notes

250,000

—

 Derivative liabilities

1,961

967

 Accounts payable and accrued liabilities

71,561

48,285

 Due to PennyMac Financial Services, Inc.

18,636

12,216

 Income taxes payable

59,935

36,316

 Liability for losses under representations and warranties

10,110

4,441

 Total liabilities

2,843,803

1,358,327

 Commitments and contingencies

SHAREHOLDERS’ EQUITY

 Common shares of beneficial interest—authorized, 500,000,000 common shares of $0.01 par value; issued and outstanding, 70,458,082
and 58,904,456 common shares, respectively

705

589

 Ms. Kristi Marrone

July 31, 2014

 Page 4 of 5

December 31,

2013

2012

(in thousands, except share data)

 Additional paid-in capital

1,384,468

1,129,858

 Retained earnings

81,941

70,889

 Total shareholders’ equity

1,467,114

1,201,336

 Total liabilities and shareholders’ equity

$
4,310,917

$
2,559,663

 Assets and liabilities of consolidated variable interest entities included in total assets above

 Assets

 Mortgage loans at fair value (includes $516,473 sold under agreement to repurchase and financed under asset-backed secured financing
at fair value)

$
523,652

$
—

 Other assets – interest receivable

1,584

—

$
525,236

$
—

 Liabilities

 Asset-backed secured financing at fair value

$
165,415

$
—

 Accounts payable and accrued expenses – interest payable

497

—

$
165,912

$
—

 Consolidated Statements of Income, page F-2

4.
To the extent that Other expenses remains material to the income statement, please consider disaggregating its components on the face of the statement or in a note to the financial statements.

We will add a note to our financial statements summarizing the significant components of Other expenses in future filings as shown below:

Note 34—Other Expenses

 Other expenses is summarized
below:

Year ended December 31,

2013

2012

2011

(in thousands)

 Common overhead allocation from PFSI

$
10,423

$
4,189

$
3,981

 Loan origination

4,584

752

71

 Servicing and collection costs

1,861

1,572

2,160

 Securitization expenses

1,743

—

—

 Insurance

889

762

722

 Technology

825

701

581

 Other

2,736

1,581

372

$
23,061

$
9,557

$
7,887

 Ms. Kristi Marrone

July 31, 2014

 Page 5 of 5

 You may call me at (818) 224-7434 if you require clarification or have additional questions. I can also be
reached by U.S. mail or by e-mail at anne.mccallion@pnmac.com.

Sincerely,

 /s/ Anne D. McCallion

Anne D. McCallion

Chief Financial Officer

July 17, 2014

Via E -Mail
Ms. Anne D. McCallion
Chief Financial Officer
PennyMac  Mortgage Investment Trust
6101 Condor Drive
Moorpark, CA 93021

                 Re: PennyMac Mortgage Investment Trust
                        Form 10-K for the Fiscal Ye ar Ended December  31, 20 13
Filed February 28, 2014
File No. 001-34416

Dear M s. McCallion :

We have reviewed your filing an d 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, 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
circumstance s or do not believe an amendment is appropriate, please tell us why in your
response.

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

Form 10 -K for the Fiscal Year Ended December 31, 2013 filed February 28, 2014

Liquidity and Capital Resources, page 87

1. We note that you disclosed your leverage ratio in your 2013 Q4 earnings call.   To
the extent used by management, please disclose your leverage coverage r atio in
future Exchange Act periodic filings.

2. We note your quantification of the average balance outstanding and maximum
daily amount outstanding for repurchase agreements on an annualized basis here
and in the notes to the financial statements.  Please e xpand your disclosure in
future filings to quantify the average quarterly balance for each category of
repurchase agreement for each of the past three years.  In addition, quantify the

Ms. Anne D. McCallion
PennyMac Mortgage Investment Trust
July 17, 2014
Page 2

 period end balance for each of those quarters and the maximum balance a t any
month -end.  Explain the causes and business reasons for significant variances
among these amounts.

Consolidated Balance Sheets, page F -1

3. We note that you separately present the assets and liabilities held by your
consolidated variable interest enti ty on the balance sheet.  In future filings, please
recast your balance sheet to present the consolidated totals for each line item
required by Rule 5 -02 of Regulation S -X.  Please note that you may state
parenthetically after each line item the amount tha t relates to consolidated VIEs,
or you may include a table following the consolidated balance sheets to present
assets and liabilities of consolidated VIEs that have been included in the
preceding balance sheet.

Consolidated Statements of Income, page F -2

4. To the extent that Other expenses remains material to the income statement,
please consider disaggregating its components on the face of the statement or in a
note to the financial statements.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the compa ny
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 made.

 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 w ith 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.

Ms. Anne D. McCallion
PennyMac Mortgage Investment Trust
July 17, 2014
Page 3

 You may contact Jorge L. Bonilla , Staff Accountant,  at (202) 551 -3414 or me at
(202) 551 -3429 if you have questions regarding comments on the financial statements
and related matters.  Please contact  Sandra Hunter , Attorney -Advisor , at (202) 551 -3758
or Thomas Kluck , Branch Chief , at (202) 551 -3233 with any other questions.

                                                                                    Sincerely,

        /s/ Kristi Marrone

Kristi Marrone
                                                                         Staff Accountant

October 9, 2013

Via Email
Ms. Anne D. McCallion
Chief Financial  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 Ms. McCallion :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 l aws of the United States.  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 rules require.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant Chief Accountant

CORRESP
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CORRESP

 September 27, 2013

Ms. Cicely LaMothe

 Senior Assistant Chief Accountant

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

SUBJECT:
File No. 001-34416

Response to your comment letter

PennyMac Mortgage Investment Trust

Form 10-K for the year ended December 31, 2012, filed on February 28, 2013

Form 10-Q for the quarter ended March 31, 2013, filed May 10, 2013

 Dear Ms. LaMothe:

I am writing in response to your letter dated September 16, 2013 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment
Trust (the “Company”) for the year ended December 31, 2012 as filed on February 28, 2013.

 Following is our response to your comment.
For ease of review, we have reprinted your comment in bold face followed by our response.

 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 Gain (Loss) on Investments, page 75

1.
We note your response to comment 2 and proposed revisions. As previously requested, please include a discussion of how the information presented should be used in understanding any trends and success rates of your
modification programs and their ability to generate cash flows from your nonperforming loan portfolio for each period presented.

 Ms. Cicely LaMothe

September 27, 2013

 Page 2
of 4

 In future filings, we will include a discussion similar to the following discussion, which pertains to activity for the periods
ended June 30, 2013 and 2012, (additions in bold face) in response to your comments:

 The following tables present a summary of loan
modifications completed for the periods presented:

Quarter ended June 30,

Six months ended June 30,

2013

2012

2013

2012

 Modification type(1)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

(dollar amounts in thousands)

 Rate reduction

149

$
32,226

83

$
21,886

272

$
59,131

268

$
70,799

 Term extension

127

28,816

64

16,494

238

51,396

157

40,926

 Capitalization of interest and fees

250

54,442

155

37,204

468

100,627

422

103,259

 Principal forbearance

60

16,157

14

4,527

109

25,088

51

15,570

 Principal reduction

122

28,056

68

17,489

196

48,397

206

51,538

 Total

250

54,442

155

37,204

468

100,627

422

103,259

 Defaults of mortgage loans modified in the prior year period

$
2,796

$
828

$
7,134

$
1,818

 As a percentage of balance of loans before modification

10
%

7
%

9
%

11
%

 Defaults during the period of mortgage loans modified since acquisition(3)

$
11,060

$
3,913

$
20,983

$
5,673

 As a percentage of balance of loans before modification

6
%

5
%

11
%

7
%

 Repayments and sales of mortgage loans modified in the prior year period

$
6,438

$
1,043

$
17,997

$
2,238

 As a percentage of balance of loans before modification

18
%

7
%

18
%

12
%

(1)
Modification type categories are not mutually exclusive, and a modification of a single loan may be counted in multiple categories if applicable. The total number of modifications noted in the table is therefore lower
than the sum of all of the categories.

(2)
Before modification.

(3)
Represents defaults of mortgage loans during the period that have been modified by us at any point since acquisition.

The following table summarizes the average impact of the modifications noted above to the terms of the loans modified for the periods
presented:

Quarter ended June 30,

Six months ended June 30,

2013

2012

2013

2012

 Category

Before
Modification

After
Modification

Before
Modification

After
Modification

Before
Modification

After
Modification

Before
Modification

After
Modification

(Dollar amounts in thousands)

 Loan balance

$
218

$
197

$
240

$
226

$
215

$
197

$
245

$
226

 Remaining term (months)

311

447

306

366

312

445

309

365

 Interest rate

5.89
%

4.18
%

6.35
%

4.29
%

5.93
%

4.17
%

6.56
%

4.04
%

 Forbeared principal

$
—

$
7

$
—

$
4

$
—

$
6

$
—

$
7

 2

 Ms. Cicely LaMothe

September 27, 2013

 Page 3
of 4

 Implementing long-term, sustainable loan modifications is one means by which we strive to enhance the value of the distressed
mortgage loans which we have generally purchased at discounts to their unpaid principal balance. We receive cash on modified loans initially through borrowers’ monthly payments. Subsequently, we may receive cash through repayments of the
modified loans when the borrowers refinance their mortgage or sell the property securing a loan, and through receipt of incentives provided in connection with modification programs sponsored by the U.S. Department of the Treasury. Unlike liquidation
of a defaulted mortgage loan, we expect that recovery of our investment in a performing modified mortgage loan will take place generally over a period of several years, during which we earn and collect interest income on the loan.

Due to the recent addition of new loan modification programs, both through HAMP and proprietary programs, trends in default performance are
difficult to discern. However, the addition of these new modification programs has resulted in the volume of our modification activity increasing in the most recent quarter.

We continue to explore methods of accelerating recovery of our investment in modified mortgage loans through solicitations of refinancings
of such loans into Agency-eligible loans which results in a full or partial repayment of our investment. Modified mortgage loans require a period of acceptable borrower performance, generally 12 months of timely mortgage payments, for consideration
in most Agency refinance programs.

 Generally, borrowers who have recently modified their mortgage loans have credit profiles that
do not qualify them for refinancing or have loans on properties whose loan-to- value ratios exceed current underwriting guidelines for new mortgage loans. Therefore, large-scale refinancing of modified mortgage loans is not expected to occur for an
extended period. However, certain programs such as the FHA’s Negative Equity Refinance Program allow homeowners whose modified mortgage amount exceeds the value of the property securing the loan to refinance immediately following a
modification. Our utilization of this program has increased in 2013, as indicated by the increase in payoffs both on a quarterly and six-month comparative basis.

Before the disruption of the mortgage securitization markets in 2008, an active market in securitizations of reperforming and modified
mortgage loans existed. As a result of the disruptions that occurred in 2008, the market for securities backed by such loans has become illiquid. We continue to monitor and explore the market for securitizations backed by reperforming and modified
mortgage loans as a means of recovering our investment in such loans in the future. However, this form of recovery of our investment in modified mortgage loans has not been a practical alternative for us through this date. Therefore, we

 3

 Ms. Cicely LaMothe

September 27, 2013

 Page 4
of 4

 presently expect that we will receive cash on modified mortgage loans through monthly borrower payments, HAMP incentive payments, payoffs or
acquisition of the property securing the loans and liquidation of the property in the event the borrower subsequently defaults.

 You
may call me at (818) 224-7434 if you require clarification or have additional questions. I can also be reached by U.S. mail or by e-mail at anne.mccallion@pnmac.com.

Sincerely,

/s/ Anne D. McCallion

Anne D. McCallion

Chief Financial Officer

 4

September 16, 2013

Via Email
Ms. Anne D. McCallion
Chief Financial  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 Ms. McCallion :

We have reviewed your correspondence dated August 16 , 2013 and have the following
comment .  In our comment , 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 pr ovide the requested
response.   If you do not believe our comment appl ies 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 informati on you provide in
response to this comment , 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 Gain (Los s) on Investments, page 75

1. We note your response to comment 2 and proposed revisions.  As previously requested,
please include a discussion of how the information presented should be used in
understanding any trends and success rates of your modification programs and their

Anne D. McCallion
PennyMac Mortgage Investment Trust
September 16, 2013
Page 2

 ability to generate cash flows from your nonperforming loan portfolio for each period
presented.

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 inclu de 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 adequac y of the disclosures they have made.

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

CORRESP
1
filename1.htm

CORRESP

 6101 Condor Drive

Moorpark, CA 93021

 August 16, 2013

 Ms. Cicely LaMothe

 Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 SUBJECT:

 File No. 001-34416

 Response to
your comment letter

 PennyMac Mortgage Investment Trust

 Form 10-K for the year ended December 31, 2012, filed on February 28, 2013

 Form 10-Q for
the quarter ended March 31, 2013, filed May 10, 2013

 Dear Ms. LaMothe:

 I am writing in response to your letter dated August 6, 2013 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the year ended
December 31, 2012 as filed on February 28, 2013 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 as filed on May 10, 2013.

 Following are our responses to your comments. For ease of review, we have reprinted your comments in bold face followed by our responses.

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 have considered your response and proposed revisions to comment 1. Given the significance to your net investment income, we continue to believe an overall
discussion regarding the changes to net investment income should include and quantify the material impact of fair value adjustments. Currently it is focused on average investment size or increases in your correspondent lending business. Please
confirm you will revise future periodic reports to further highlight the effect of non-cash fair value adjustments in your periodic results.

 Ms. Cicely LaMothe

 August 16, 2013

  Page
 2
 of 8

 We have included the following disclosure in our Quarterly Report on Form 10-Q for the
period ended June 30, 2013 in response to your comment, and will include similar disclosures in future filings (new disclosures are in bold face):

 Net Investment Income

 During the quarter and six months ended
June 30, 2013, we recorded net investment income of $129.7 million and $248.7 million, respectively, comprised primarily of net gain on mortgage loans acquired for sale of $44.4 million and $73.7 million and net gain on investments of
$46.8 million and $110.8 million, supplemented by $26.8 million and $43.7 million of interest income, $4.8 million and $10.2 million of loan origination fees and $7.9 million and $13.9 million of net loan servicing fees, partially
offset by $1.9 million and $5.2 million from results of real estate acquired in settlement of loans (REO), respectively. This compares to net investment income of $64.4 million and $111.1 million recognized during the quarter and six
months ended June 30, 2012, comprised primarily of net gain on mortgage loans acquired for sale of $18.0 million and $31.4 million and net gain on investments of $28.0 million and $39.5 million, supplemented by $16.0 million and
$32.4 million of interest income and $2.6 million and $6.3 million from results of REO and negative net loan servicing fees of $855,000 and $658,000, respectively.

 Net investment income includes non-cash fair value adjustments. Because we have elected to record our mortgage loan investments and our mortgage loan investments under forward purchase agreements at
fair value, a substantial portion of the income we record with respect to such loans results from changes in fair value. Net investment income also includes non-cash fair value adjustments related to mortgage loans acquired for sale, IRLCs, forward
purchase and sale contracts and MBS put and call options.

 Ms. Cicely LaMothe

 August 16, 2013

  Page
 3
 of 8

 The non-cash fair value adjustments related to our mortgage loan investments,
including mortgage loan investments under forward purchase agreements, are included in “Net gain (loss) on investments—Mortgage loans.” The non-cash fair value adjustments related to mortgage loans acquired for
sale, IRLCs, forward purchase and sale contracts and MBS put and call options are included in “Net gain on mortgage loans acquired for sale.” The amounts of non-cash fair value adjustments included for the periods
indicated are as follows:

Quarter ended
June 30,

Six months ended
June 30,

2013

2012

2013

2012

(in thousands)

 Net gain or loss on investments—mortgage loans

 Mortgage loans

$
39,571

$
19,161

$
95,187

$
20,026

 Mortgage loans under forward purchase agreements

(777
)

1,756

(777
)

7,175

38,794

20,917

94,410

27,201

 Net gain on mortgage loans acquired for sale

 Mortgage loans acquired for sale

(34,572
)

4,644

(36,994
)

5,825

 IRLCs

(28,020
)

8,625

(36,446
)

7,161

 Hedging derivatives

97,026

(2,038
)

96,360

(633
)

34,434

11,231

22,920

12,353

$
73,228

$
32,148

$
117,330

$
39,554

 Cash is generated when mortgage loan investments and mortgage loans under forward purchase agreements
are monetized through payoffs or sales, when payment of principal and interest occur on such loans—generally after they are modified—or when the property securing a mortgage loan that has been settled through acquisition of the property
has been sold. We receive proceeds on the sale of mortgage loans acquired for sale that include both cash and our estimate of the value of MSRs and we recognize a liability for potential losses relating to representations and warranties created in
the loan sales transactions. Cash flows relating to hedging instruments are generally produced when the instruments mature or when we effectively cancel the transactions through an offsetting trade.

During the quarter and six months ended June 30, 2013, we received proceeds from liquidation of mortgage loan investments of
$68.4 million and $125.8 million, respectively. For these liquidations, we had recorded $10.7 million and $17.7 million, respectively, of accumulated valuation gains during the period we held the assets and recorded additional gains of
$8.0 million and $16.4 million, respectively, when the assets were liquidated.

 ***

 Ms. Cicely LaMothe

 August 16, 2013

  Page
 4
 of 8

 Net Gain (Loss) on Investments, page 75

2.
We note your response to comment 2 and proposed revisions. In addition to quantifying the defaults and repayments of mortgage loans modified in the prior year,
please also quantify defaults and repayments that occurred during the year for all previously modified mortgages, regardless of when the modification occurred. In addition, as previously requested, please include a discussion of how the information
presented should be used in understanding any trends and success rates of your modification programs and their ability to generate cash flows from your nonperforming loan portfolio for each period presented.

We have included the following disclosures in our Quarterly Report on Form 10-Q for the period ended June 30, 2013 in response to
your comments and will include similar disclosures in future filings (additions in bold face):

 The following tables present a
summary of loan modifications completed for the periods presented:

Quarter ended June 30,

Six months ended June 30,

2013

2012

2013

2012

 Modification type(1)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

(dollar amounts in thousands)

 Rate reduction

149

$
32,226

83

$
21,886

272

$
59,131

268

$
70,799

 Term extension

127

28,816

64

16,494

238

51,396

157

40,926

 Capitalization of interest and fees

250

54,442

155

37,204

468

100,627

422

103,259

 Principal forbearance

60

16,157

14

4,527

109

25,088

51

15,570

 Principal reduction

122

28,056

68

17,489

196

48,397

206

51,538

 Total

250

54,442

155

37,204

468

100,627

422

103,259

 Defaults of mortgage loans modified in the prior year

$
2,796

$
828

$
 7,134

$
1,818

 As a percentage of balance of loans before modification

10
%

7
%

9
%

11
%

 Defaults during the period of mortgage loans modified since acquisition(3)

$
11,060

$
3,913

$
20,983

$
 5,673

 As a percentage of balance of loans before modification

6
%

5
%

11
%

7
%

 Repayments and sales of mortgage loans modified in the prior year

$
6,438

$
1,043

$
 17,997

$
 2,238

 As a percentage of balance of loans before modification

18
%

7
%

18
%

12
%

(1)
Modification type categories are not mutually exclusive, and a modification of a single loan may be counted in multiple categories if applicable. The total number of
modifications noted in the table is therefore lower than the sum of all of the categories.

(2)
Before modification.

(3)
Represents defaults of mortgage loans during the period that have been modified by us at any point since acquisition.

 Ms. Cicely LaMothe

 August 16, 2013

  Page
 5
 of 8

 The following table summarizes the average impact of the modifications noted above to
the terms of the loans modified for the periods presented:

Quarter ended June 30,

Six months ended June 30,

2013

2012

2013

2012

 Category

Before
Modification

After
Modification

Before
Modification

After
Modification

Before
Modification

After
Modification

Before
Modification

After
Modification

(Dollar amounts in thousands)

 Loan balance

$
218

$
197

$
240

$
226

$
215

$
197

$
245

$
226

 Remaining term (months)

311

447

306

366

312

445

309

365

 Interest rate

5.89
%

4.18
%

6.35
%

4.29
%

5.93
%

4.17
%

6.56
%

4.04
%

 Forbeared principal

$
—

$
7

$
—

$
4

$
—

$
6

$
—

$
7

 Defaults on mortgage loans modified as a percentage of the balance of mortgage loans before
modification were comparable between periods presented. We believe that the rate of default on the loans modified in the prior year period represents acceptable performance from our loan modification program.

Cash Flows, page 92

3.
We note your response to comment 3 and the intended purpose of the table on page 92. Please consider disclosing the cost of managing the liquidated assets in the
discussion following the table.

 We have included the following disclosures in our Quarterly Report on Form
10-Q for the period ended June 30, 2013 in response to your comments and will include similar disclosures in future filings (additions in bold face):

 Our investing activities include the purchase of long-term assets which are not presently cash flowing or are at risk of interruption of cash flows in the near future. Furthermore, much of the investment
income we recognize is in the form of valuation adjustments we record recognizing our estimates of the net appreciation in value of the assets as we work with borrowers to either modify their loans or acquire the property securing their loans in
settlement thereof. Accordingly, the cash associated with a substantial portion of our revenues is often realized as part of the proceeds of the liquidation of the assets, either through payoff or sale of the mortgage loan or through acquisition and
sale of the property securing the loans, many months after we record the revenues.

 Ms. Cicely LaMothe

 August 16, 2013

  Page
 6
 of 8

 The following table illustrates the net gain (loss) in value that we accumulated over
the period during which we owned the liquidated assets, as compared to the proceeds actually received and the additional net gain (loss) realized upon liquidation of such assets:

Quarter ended June 30,

2013

2012

Proceeds

Accumulated
gains (losses)(1)

Gain
on
liquidation
(2)

Proceeds

Accumulated
gains (losses)(1)

Gain on
Liquidation
(2)

(in thousands)

 Mortgage loans

$
68,442

$
10,699

$
8,039

$
52,426

$
5,671

$
6,493

 REO

30,993

(6,255
)

(2,936
)

41,736

(431
)

5,794

$
99,435

$
4,444

$
5,103

$
94,162

$
5,240

$
12,287

Six months ended June 30,

2013

2012

Proceeds

Accumulated
gains (losses)(1)

Gain on
liquidation(2)

Proceeds

Accumulated
gains (losses)(1)

Gain on
liquidation(2)

(in thousands)

 Mortgage loans

$
125,790

$
17,706

$
16,404

$
93,110

$
9,726

$
11,340

 REO

63,017

(12,866
)

(5,708
)

75,300

(659
)

12,493

$
188,807

$
4,840

$
10,696

$
168,410

$
9,067

$
23,833

(1)
Represents valuation gains and losses recognized during the period we held the respective asset but excludes the gain or loss recorded upon sale or repayment of the
respective asset.

(2)
Represents the gain or loss recognized as of the date of sale or repayment of the respective asset.

 Ms. Cicely LaMothe

 August 16, 2013

  Page
 7
 of 8

 The amounts included in accumulated gains and gain on liquidation do not include the
cost of managing the liquidated assets. The primary expenses incurred at a loan level in managing our portfolio of distressed assets are servicing and activity fees. We do not allocate other costs of managing our assets at a loan level.
Rather, they include the amount of accumulated valuation gains and losses recognized throughout the holding period—which may be substantial depending on the collection status of the loan at acquisition and on our success in working with the
borrower to resolve the source of distress in the loan—and in the case of REO, includes direct transaction costs incurred in the sale of the property. Accordingly, the preceding amounts do not represent periodic earnings on a cash basis and the
amount of gain will have accumulated over varying periods depending on the holding periods and liquidation speed for individual assets.

 ***

 We were unable to derive and perform quality control reviews on the
loan-level servicing and activity fees for loans liquidated in the quarters and six month periods ended June 30, 2013 and 2012, in sufficient time to include such amounts in our Quarterly Report on Form 10-Q for the period ended June 30,
2013. We will include these amounts in future filings as follows:

 The primary expenses incurred at a loan level in managing
our portfolio of distressed assets are servicing and activity fees. From the time of acquisition of the distressed assets through their liquidation dates, we incurred servicing and activity fees of
$             for assets liquidated during the quarter ended June 30, 2013; $             for assets
liquidated during the quarter ended June 30, 2012; and $             and $             for assets liquidated
during the six months ended June 30, 2013 and 2012, respectively. We do not allocate other costs of managing our assets at a loan level.

Consolidated Statements of Income, page F-2

 4. We note your response to comment 9 and continue to believe that you should present net interest income in future periodic filings in accordance with Rule 9-04 of Regulation S-X.

Beginning with our Quarterly Report on Form 10-Q for the period ending September 30, 2013, we plan to comply with your request to
present net interest income in future periodic filings in accordance with Rule 9-04 of Regulation S-X.

 We do not believe that
the changes indicated by your request represent a material change or that the information as currently presented is misleading or inaccurate.

 Ms. Cicely LaMothe

 August 16, 2013

  Page
 8
 of 8

 You may call me at (818) 224-7434 if you require clarification or have additional
questions. I can also be reached by U.S. mail or by e-mail at anne.mccallion@pnmac.com.

Sincerely,

/s/ Anne D. McCallion

Anne D. McCallion

Chief Financial Officer

August 6, 2013

Via Email
Ms. Anne D. McCallion
Chief Financial  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 Ms. McCallion :

We have reviewed your correspondence dated July 12, 2013 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
respons e 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 h ave considered your response and proposed revisions to comment 1.   Given the
significance to your net investment income, we continue to believe an overall discussion
regarding the changes to net investment income should include and quantify the material
impact of fair value adjustments.   Currently it is focused on average investment size or

Anne D. McCallion
PennyMac Mortgage Investment Trust
August 6, 2013
Page 2

 increases in your correspondent lending business.   Please confirm you will revise future
periodic reports to further highlight the effect of non -cash fair value adjustme nts in your
periodic results.

Net Gain (Loss) on Investments, page 75

2. We note your response to comment 2 and proposed revisions.  In addition to quantifying
the defaults and repayments of mortgage loans modified in the prior year, please also
quantify de faults and repayments that occurred during the year for all previously
modified mortgages, regardless of when the modification occurred.  In addition, as
previously requested, please include a discussion of how the information presented
should be used in u nderstanding any trends and success rates of your modification
programs and their ability to generate cash flows from your nonperforming loan portfolio
for each period presented.

Cash Flows, page 92

3. We note your response to comment 3 and the intended purpose of the table on page 92.
Please consider disclosing the cost of managing the liquidated assets in the discussion
following the table.

Consolidated Statements of Income, page F -2

4. We note your response to comment 9 and continue to believe that you  should present net
interest income in future periodic filings in accordance with Rule 9 -04 of Regulation S -X.

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 made.

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

CORRESP
1
filename1.htm

CORRESP

 6101 Condor Drive

Moorpark, CA 93021

 July 12, 2013

 Ms. Cicely LaMothe

 Senior
Assistant Chief Accountant

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

SUBJECT:

 File No. 001-34416

 Response
to your comment letter

 PennyMac Mortgage Investment Trust

 Form 10-K for the year ended December 31, 2012, filed on February 28, 2013

 Form 10-Q for
the quarter ended March 31, 2013, filed May 10, 2013

 Dear Ms. LaMothe:

 I am writing in response to your letter dated July 1, 2013 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the year ended
December 31, 2012 as filed on February 28, 2013 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 as filed on May 10, 2013.

 Following are our responses to your comments. For ease of review, we have reprinted your comments in bold face followed by our responses.

 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 significant 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 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.

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 2
 of 13

 Management views fair value adjustments as an essential element of our core business
operations, and in future filings our MD&A will include a discussion of the portion of net investment income derived from fair value adjustments, as well as a discussion about the timing of cash flows associated with resolution of our portfolios
of distressed loans as contrasted with the valuation changes recorded on such assets as illustrated below. This information is currently presented in tabular form on pages 64 (cash proceeds from liquidation activities of distressed mortgage loans
and REO); 71 (valuation changes); and 92 (accumulated net gain on mortgage loans and REO compared to proceeds received and additional net gain (loss) realized upon liquidation).

Net Gain (Loss) on Investments

 During 2012, we recognized net gains on mortgage loans acquired for sale, MBS and mortgage loans totaling $251.3 million compared to $90.3 million in 2011. The increase in 2012 is
primarily related to our correspondent lending operations. We recognized higher fair value returns on our mortgage loans acquired for sale at fair value as compared to mortgage loans at fair value, and our average investment in mortgage loans
acquired for sale increased from 7% of the average balance of mortgage loans in 2011 to 35% of the average balance of mortgage loans in 2012. Our average portfolio balance of mortgage loans increased $623.3 million or 91% during 2012 as
compared to 2011.

 During 2011, we recognized net gains on mortgage loans acquired for sale, MBS and
mortgage loans totaling $90.3 million compared to $27.4 million in 2010. The increase in 2011 as compared to 2010 is due primarily to growth in our portfolio of investments in financial instruments, compounded by a change in the mix of
our investments toward a higher concentration of mortgage loans at fair value. We recognized higher fair value returns on our investment in mortgage loans at fair value as compared to MBS, and our average investment in mortgage loans at fair value
increased from 51% of the average balance of our investments in 2010 to 78% of the average balance of our investments in 2011. Our average portfolio balance increased $474.6 million or 138% during 2011 as compared to 2010.

During 2012, we recognized net valuation gains on our portfolios of MBS totaling $0.6 million compared to net valuation
losses of $2.8 million in 2011. The valuation gains represent the change in value through the date of sale of the respective securities. We sold all of our MBS during the year ended December 31, 2012. At December 31, 2012, we did not hold
any MBS.

 2

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 3
 of 13

 During 2011, we recognized net valuation losses on our portfolios of
MBS totaling $2.8 million compared to net valuation gains of $233,000 in 2010. The valuation losses reflect, in part, marketplace concerns regarding the potentially growing supply of MBS similar to those we held as a result of sales by the
Federal Reserve Bank and other entities, marketplace discounting of distressed MBS resulting from expectations that involuntary prepayments of mortgages underlying the securities would remain slow or slow further due to regulatory actions relating
to servicers’ foreclosure activities, and marketplace concern regarding servicers’ behavior with respect to advancing and modification practices. Valuation of certain MBS also decreased due to reduced credit support from subordinate
tranches. The weighted average discount rate of the non-Agency subprime MBS, the most sizable component of our MBS portfolio, increased from 4.5% at December 31, 2010 to 8.0% at December 31, 2011, reflective of those market factors.

 Net gains on mortgage loans at fair value and mortgage loans under forward purchase agreements under fair
value are summarized below:

Year ended December 31,

2012

2011

2010

(in thousands)

 Valuation changes(1):

 Performing loans

$
2,592

$
9,542

 Nonperforming loans

81,225

55,730

83,817

65,272

$
10,754

 Payoffs

19,341

19,950

12,036

 Sales

(121
)

233

4,405

$
103,037

$
85,455

$
27,195

(1)
Comparative prior period information was not maintained for the year ended December 31, 2010.

Because we have elected to record our mortgage loans and mortgage loans under forward purchase agreements at fair value, a
substantial portion of the income we record with respect to such loans results from changes in fair value. Valuation changes amounted to $83.8 million, $65.2 million and $10.8 million in 2012, 2011 and 2010, respectively, and represent noncash
income items. Cash is generated when mortgage loans and mortgage loans under forward purchase agreements are monetized through payoffs or sales, or when payments of principal and interest occur on such loans, generally after they are modified.

 3

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 4
 of 13

 During the years ended December 31, 2012, 2011 and 2010, we received proceeds
from liquidation of mortgage loans of $309.1 million, $209.2 million and $23.9 million, respectively. For these liquidations in 2012, 2011 and 2010, we had recorded $2.1 million, $1.1 million and ($1.1 million) of accumulated valuation gains
(losses) during the period we held the assets and recorded additional gains of $38.1 million, $31.6 million and $3.8 million when the assets were liquidated, respectively.

 We believe that we emphasize the fair value gains in our disclosures, including:

•

 Display of fair value adjustments in a separate column of our table summarizing net investment income on financial instruments on page 66;

•

 Disaggregation of our net gain on mortgage loans acquired for sale between the cash and non-cash elements;

•

 A detailed discussion of the gains we recognize on our investments which includes components of our valuation gains on pages 71 – 73 and a
discussion of the assumptions we use to value our investment assets during the periods presented; and

•

 A tabular disclosure –referred to in your comment number three below – which compares the gain or loss on liquidation to the gain or loss
accumulated during the period we hold our investments carried at fair value.

 In future periodic filings, we
will continue to emphasize the portion of our net investment income arising from fair value adjustments and how those measures are developed to help ensure clarity surrounding this source of income.

Net Gain (Loss) 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.

 4

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 5
 of 13

 In future filings, we will add disclosure of the subsequent default rates as well as
cash flows from repayments and sales relating to our portfolio of modified mortgage loans as shown in the following table (additions in bold face):

 The following table presents a summary of loan modifications completed:

Year ended December 31,

2012

2011

2010

 Modification type(1)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

(dollar amounts in thousands)

 Rate reduction

449

$
115,175

276

$
66,812

34

$
9,313

 Term extension

287

$
74,315

114

$
30,848

16

$
4,925

 Capitalization of interest and fees

706

$
170,523

365

$
88,815

34

$
9,657

 Principal forbearance

81

$
25,117

34

$
11,089

6

$
2,165

 Principal reduction

293

$
75,886

193

$
46,375

2

$
907

 Total

706

$
170,523

365

$
88,815

35

$
9,891

 Defaults of mortgage loans modified in the prior year

$
19,200

$
1,590

$
 —

 As a percentage of balance of loans before modification

22
%

16
%

—

 Repayments and sales of mortgage loans modified in the prior year

$
11,332

$
104

$
 —

 As a percentage of balance of loans before modification

13
%

1
%

—

(1)
Modification type categories are not mutually exclusive, and a modification of a single loan may be counted in multiple categories if applicable. The total number of
modifications noted in the table is therefore less than the sum of all of the categories.

(2)
Before modification.

 We
did not hold any mortgage loans at fair value until December 31, 2009. Accordingly, we did not modify any mortgage loans during 2009 that would have defaulted or been repaid, or that we would have sold during 2010. The increase in the amount
and percentage of defaults, repayments and sales of mortgage loans modified in the prior year in 2012 as compared to 2011 is due to the small number of modifications in 2010, which does not provide representative data in 2011.

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 include 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 amounts impact the gains received by the company in future filings.

 5

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 6
 of 13

 The purpose of the referenced disclosure is not to discuss the profitability of our
investments in distressed assets. Rather, this disclosure is presented to address user questions about the extent to which the fair value gains we record on our “Level 3” assets are ultimately realized in cash. For that reason, we have
specifically emphasized to the users in the paragraph following the table that the table is not a profitability disclosure or cash income statement and includes amounts that are accumulated over differing time periods.

The table’s purpose is limited to showing for assets liquidated during the period whether there was additional gain or loss on
liquidation that augmented or offset gains or losses accumulated during the period we held the respective assets. Accordingly, we believe that disclosure of the effect of the revised fees on the profitability of these investments would risk
misleading users to concluding the schedule is a profitability schedule, which is not our intent.

 With respect to your
comments on the fees paid to our external manager and other affiliates, we believe that the changes we will make in future filings that are responsive to your comment numbers 10 and 14, following, will provide clarity and address how these fees
affect our profitability in the future.

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 payments of your dividends for each period presented.

 We will expand our disclosure
in future periodic filings to address the sources of cash we use for payments of dividends as follows:

 We do not raise
equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that our cash flows from the liquidation of our investments, which include accumulated gains recorded during the periods we hold those investments,
along with our cash earnings are adequate to fund our operating expenses and dividend payment requirements. However, as our business continues to grow, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as
well as using such cash to fund our dividend requirements.

 6

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 7
 of 13

 As previously discussed, a substantial portion of our revenues are from valuation gains.
Such gains are reflected as reductions in operating cash flows and the ultimate cash realization of our gains is reflected as investing cash flows on the “repayments” and “sales” lines. These factors result in a disconnect
between profitability and operating cash flows inherent in our cash flow statement. Additionally, growth or shrinkage in our inventory of mortgage loans acquired for sale impacts operating cash flows, while over 90 percent of the cash required to
finance this growth comes from sales of these loans under agreements to repurchase, a financing activity, during any given period.

Liquidity and Capital Resources, page 93

5.
In future periodic filings, please 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.

 In future filings, we will revise our disclosure of our primary sources of
liquidity as follows (changes in bold face):

 We expect our primary sources of liquidity to be proceeds from
liquidations from our portfolio of distressed assets, cash earnings on our investments, cash flows from business activities, and proceeds from borrowings and/or additional equity offerings. We do not expect repayments from
contractual cash flows from our investments to be a primary source of liquidity as the majority of our distressed asset investments are nonperforming. Our portfolio of distressed mortgage loans was acquired with the expectation that the majority of
the cash flows associated with this investment would result from liquidation of the property securing the loan, rather than from scheduled principal payments. Additionally, our mortgage loans acquired for sale are generally held by the Company for
fifteen days or less, and therefore are not expected to generate significant cash flows from principal repayments.

Assuming that we are able to renew or increase our warehouse facilities and credit financing in the ordinary course of business, we
beli

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

August 16, 2011  VIA E-Mail

Ms. Anne D. McCallion Chief Financial Officer PennyMac Mortgage Investment Trust 27001 Agoura Road Calabasas, CA  91301
Re: PennyMac Mortgage Investment Trust
  Form 10-K for the year  ended December 31, 2010
Filed on March 7, 2011 File No. 001-34416

Dear Ms. Anne D. McCallion:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Cicely LaMothe   Cicely LaMothe
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

August 10, 2011

Ms. Cicely LaMothe

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

SUBJECT:

File   No. 001-34416

Response   to your comment letter

PennyMac   Mortgage Investment Trust

Form 10-K   for the year ended December 31, 2010

Filed   on March 7, 2011

Dear Ms. LaMothe:

I am writing in response to your letter dated August 5, 2011 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (“PMT” or the “Company”) for the year ended December 31, 2010 as filed on March 7, 2011.

Following are our responses to your comments.  For ease of review, we have reprinted your comments in bold face followed by our responses.

Net Investment Income, pages 57 — 59

1.              In the proposed disclosure in response to comment 1, we note that you briefly discuss qualitative information regarding the initial acquisitions of mortgage loans and where they were in the resolution process. In future filings please expand your disclosures to accompany this discussion with a tabular presentation of your loan pool acquisitions and how they are progressing through the resolution process at quarter-end.

Beginning with the quarterly report on Form 10-Q for the quarter ending September 30, 2011, we will expand our disclosures to accompany the qualitative information regarding the acquisitions of mortgage loans by including a tabular presentation of our loan pool acquisitions and how they are progressing through the resolution process at quarter-end.

We will include, for each calendar quarter in which pools of distressed mortgage loans were acquired, and for which there is a significant balance outstanding as of period end, a table presenting certain statistics at acquisition and as of the end of the most recent quarter.  The statistics to be included are unpaid principal balance (“UPB”), pool factor (representing the portion of the acquisition UPB still outstanding), and delinquency status (current, 30 days, 60 days, 90+ days, foreclosure or REO).

An example of the table we will include, which presents acquisitions in the first quarter of 2010 with ending data as of June 30, 2011, is as follows.

Acquisitions for the quarter
   ended

March 31, 2010

Purchased
   UPB

UPB
    June 30,
   2011

(dollars in millions)

Balance

$

182.7

$

107.1

Pool factor

1.00

0.59

Delinquency status:

Current

6.2

%

25.9

%

30 days

1.6

%

5.2

%

60 days

5.8

%

4.3

%

over 90 days

37.8

%

18.0

%

in foreclosure

46.4

%

35.6

%

Real estate acquired in   settlement of loans

2.3

%

11.1

%

2.              We note your response to comment 1 and your representation that the estimated valuations and management evaluations of mortgage loans are at the pool level and that most metrics to value and monitor the loan portfolio are only applied at the pool level. Please disclose this information in future filings to enable a reader to understand how management applies the key inputs in valuing your mortgage loans.

Beginning with the quarterly report on Form 10-Q for the quarter ending September 30, 2011, we will disclose that the estimated valuations and management evaluations of mortgage loans are at the pool level.  An example of this disclosure follows.

“We monitor and value our investments in pools of distressed mortgage loans, with each acquisition being a unique pool.  Most of the metrics we use to value and monitor the loan portfolio, such as projected prepayment and default speeds and discount rates, are applied or output at the pool level, although some key inputs and metrics, such as projected housing price index change, are measured at the loan level.  Since the predominant feature of most of the loan pools we purchase is that they are distressed, the characteristics of the individual loans, such as loan size, loan-to-value ratio and current delinquency status, can vary widely within a pool.”

27001 Agoura Road, Calabasas, CA 91301

Phone: (818) 224-7442   Website: www.PennyMacUSA.com

2

You may call me at (818) 224-7434 if you require clarification or have additional questions.  I can also be reached by e-mail at anne.mccallion@pnmac.com.

Sincerely,

/s/   Anne D. McCallion

Anne   D. McCallion

Chief   Financial Officer

3

August 5, 2011
 VIA E-Mail

Ms. Anne D. McCallion Chief Financial Officer PennyMac Mortgage Investment Trust 27001 Agoura Road Calabasas, CA  91301
Re: PennyMac Mortgage Investment Trust
  Form 10-K for the year  ended December 31, 2010
Filed on March 7, 2011 File No. 001-34416

Dear Ms. Anne D. McCallion:
We have reviewed your response letter dated August 3, 2011 and have the following
comments.  In our comments, we may ask you to provide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days 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 circum stances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 Net Investment Income, pages 57 – 59

1. In the proposed disclosure in response to comment 1, we note that you briefly discuss
qualitative information regarding the initia l acquisitions of mortgage loans and where
they were in the resolution pr ocess.  In future filings pl ease expand your disclosures to
accompany this discussion with a tabular pr esentation of your loan pool acquisitions and
how they are progressing through the resolution process at quarter-end.

Anne D. McCallion
PennyMac Mortgage Investment Trust August 5, 2011 Page 2

 2. We note your response to comment 1 and your representation that the estimated
valuations and management evaluations of mort gage loans are at the pool level and that
most metrics to value and monitor the loan por tfolio are only applied at the pool level.
Please disclose this information in future fi lings to enable a reader to understand how
management applies the key inputs in  valuing your mortgage loans.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. 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 made.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
any questions regarding comments.
Sincerely,
  /s/ Cicely LaMothe
        C i c e l y  L a M o t h e          Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

August 3, 2011

Ms. Cicely LaMothe

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

SUBJECT:

File   No. 001-34416

Response   to your comment letter

PennyMac   Mortgage Investment Trust

Form 10-K   for the year ended December 31, 2010

Filed   on March 7, 2011

Dear Ms. LaMothe:

I am writing in response to your letter dated July 28, 2011 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (“PMT” or the “Company”) for the year ended December 31, 2010 as filed on March 7, 2011.

Following are our responses to your comments.  For ease of review, we have reprinted your comments in bold face followed by our responses.

Net Investment Income, pages 57 — 59

1.     We have reviewed your response to comments 3 and 4 and the corresponding proposed revisions to future filings. In future filings, with regards to your tabular presentation of key factors influencing valuation changes, please provide an additional level of detail to enable a reader to understand inputs used by management on assets with similar characteristics instead of providing one range for MBS and mortgage loans in the aggregate. In addition, discuss in greater detail the factors that contributed to the change and why these factors support the corresponding change in key inputs.

We will provide an additional level of detail to the tabular presentation of key factors influencing valuation changes for mortgage-backed securities (“MBS”).  The key factors will be presented for non-Agency subprime, non-Agency Alt A and non-Agency prime jumbo securities, consistent with the level of detail presented for mortgage-backed securities elsewhere in the discussion of net investment income.

With respect to mortgage loans, we monitor and value our investments in pools of distressed mortgage loans, with each acquisition being a unique pool.  Although some key inputs and metrics, such as projected housing price index change, are measured at the loan level, most of the metrics we use to value and monitor the loan portfolio, such as projected prepayment and default speeds and discount rates, are only applied or output at the pool level.

Since the predominant feature of most of the loan pools we purchase is that they are of a distressed nature (i.e., are currently or have previously been delinquent), the characteristics of the individual loans (such as loan size, loan-to-value ratio and even current delinquency status) can vary widely within a pool.  Due to this dispersion and because the estimated valuations and management evaluations of mortgage loans are at the pool level, we do not believe that an additional level of detail exists that would enable a reader to understand inputs used by management on assets with similar characteristics beyond the fact that the loans are distressed.  In the future if our investment portfolio expands beyond pools of distressed assets, we will expand the key inputs table to provide additional details.

We will discuss in greater detail the reasons for changes in the key inputs to the MBS and mortgage loan valuations and how these changes impacted the valuation.  Excerpts from the Net Gain (Loss) on Investments section of Management’s Discussion and Analysis from our Form 10-Q for the quarter ended June 30, 2011, which responds to this staff comment, follow.

“The weighted average discount rate of the non-Agency subprime MBS, the most sizable component of our MBS portfolio, increased from 4.5% at December 31, 2010 to 7.7% at June 30, 2011, reflective of these market factors.”

“The increase in valuation changes during the quarter and six months ended June 30, 2011, as compared to the comparable periods ended June 30, 2010, is due to the growth and seasoning of our portfolio of mortgage loans. Our average investment in mortgage loans increased $419.0 million and $395.2 million, or 238% and 331% for the quarter and six months ended June 30, 2011 as compared to the comparable periods ended June 30, 2010. Furthermore, our initial acquisitions of mortgage loans occurred in December of 2009 and were only beginning to move through the resolution process during 2010.”

27001 Agoura Road, Calabasas, CA 91301

Phone: (818) 224-7442   Website: www.PennyMacUSA.com

2

Fair Value

Range (Weighted Average)

Financial
   Statement
   Item

June 30, 2011

December 31,
   2010

Valuation
   Technique

Key Inputs

June 30, 2011

December 31,
   2010

Mortgage-backed   securities (1)

Broker quote

Non-Agency subprime

$

63,159

$

93,783

Discount rate

3.5% - 13.3%

(7.7%)

2.9% - 17.3%

(4.5%)

Prepayment speed (2)

0.2% - 5.6%

(3.3%)

0.1% - 5.3%

(1.5%)

Collateral remaining loss percentage

22.6% - 55.6%

(42.5%)

12.1% - 56.6%

(36.9%)

Non-Agency Alt-A

11,904

15,824

Discount rate

4.5% - 11.7%

(6.0%)

5.0% - 11.4%

(7.1%)

Prepayment speed (2)

0.4% - 6.9%

(5.7%)

0.9% - 10.1%

(6.7%)

Collateral remaining loss percentage

7.8% - 51.3%

(25.2%)

10.5% - 41.1%

(22.8%)

Non-Agency prime jumbo

7,358

10,265

Discount rate

5.1% - 5.1%

(5.1%)

2.7% - 2.7%

(2.7%)

Prepayment speed (2)

13.4% - 13.4%

(13.4%)

14.7% - 14.7%

(14.7%)

Collateral remaining loss percentage

0.8% - 0.8%

(0.8%)

0.6% - 0.6%

(0.6%)

Mortgage loans

$

657,223

$

364,250

Discounted cash flow

Discount rate

9.1%-20.7%

(14.0%)

9.1%-18.7%

(13.8%)

Twelve-month projected housing price index change

-9.5% - 9.7%

(-1.7%)

-18.4% - 10.7%

(-2.4%)

Prepayment speed (2)

0.2%-6.1%

(2.2%)

0.2%-7.5%

(2.8%)

Total prepayment speed (Life total CPR)

0.4% - 37.1%

(29.7%)

0.4% - 38.6%

(31.9%)

(1)   With respect to mortgage-backed securities, key inputs are those used to evaluate broker indications of value.

(2)   Prepayment speed is measured using Life Voluntary CPR

“The weighted average discount rate used in the valuation of mortgage loans increased slightly from December 31, 2010 to June 30, 2011 due to portfolio additions during the six months ended June 30, 2011 with higher discount rates, partially offset by a

3

decrease in certain pools’ discount rates resulting from increasing market demand for distressed mortgage loans.

“The weighted average twelve-month projected housing price index (‘‘HPI’’) change improved from -2.4% at December 31, 2010 to -1.7% during the six months ended June 30, 2011. This improvement reflects the impact of portfolio additions during the period with higher initial HPI forecasts and the movement of the portfolio toward the projected housing price bottom with the passage of time. Changes in the projected HPI did not have a significant impact on the valuation of mortgage loans during the six months ended June 30, 2011.”

“The total prepayment speed of our mortgage loan portfolio decreased from 31.9% at December 31, 2010 to 29.7% at June 30, 2011, primarily due to greater than expected reinstatements of nonperforming loans and lower than expected rates of defaults of distressed performing loans.”

2.     We have considered your response to comment 6 and remain unclear how a reader could assess the effectiveness of your strategy over the entire holding period of the loan when it does not take into account cash outflows beyond the original cash outlay upon acquisition of the loan. To the extent you plan to include this measure in future filings, you should provide a balanced presentation that quantifies the expenses or cash outflows along with cash inflows associated with the settled loans.

After consideration of the SEC staff comment, we have determined that we will not include this measure in future periodic filings unless we quantify the expenses or cash outflows along with cash inflows associated with the settled loans.

Liquidity and Capital Resources, page 65

3.     We note your response to comment 11 from our letter dated July 7, 2011, including your proposed disclosure. In future Exchange Act periodic reports please provide more detailed disclosure regarding your agreements where a margin call may result from any decline in the market value of the assets, including any applicable haircut provisions, as well as your agreements where you may agree with the lender upon certain thresholds (and disclose such thresholds, if applicable and material).

We will provide more detailed disclosure regarding the margin call provisions, any applicable haircut provisions and any material thresholds for the applicable balance sheet dates of future periodic filings.  A draft of the proposed disclosure

4

in our Form 10-Q for the quarter ended June 30, 2011, which in the last two sentences contains information specific to the provisions of the securities repurchase agreements outstanding at June 30, 2011, follows.

“The transactions relating to securities under agreements to repurchase contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or additional securities in an amount sufficient to eliminate any margin deficit.  A margin deficit will generally result from any decline in the market value of the assets subject to an agreement to repurchase, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise.  Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.  At June 30, 2011, all of our securities sold under agreements to repurchase were sold to one lender.  With respect to these agreements, we have agreed with the lender to a threshold of $250,000 in market value decline that must be exceeded before a margin deficit will arise.”

You may call me at (818) 224-7434 if you require clarification or have additional questions.  I can also be reached by e-mail at anne.mccallion@pnmac.com.

Sincerely,

/s/   Anne D. McCallion

Anne   D. McCallion

Chief   Financial Officer

5

July 28, 2011
 VIA E-Mail

Ms. Anne D. McCallion Chief Financial Officer PennyMac Mortgage Investment Trust 27001 Agoura Road Calabasas, CA  91301
Re: PennyMac Mortgage Investment Trust
  Form 10-K for the year  ended December 31, 2010
Filed on March 7, 2011 File No. 001-34416

Dear Ms. Anne D. McCallion:
We have reviewed your response letter dated July 21, 2011 and have the following
comments.  In our comments, we may ask you to provide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days 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 circum stances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 Net Investment Income, pages 57 – 59

1. We have reviewed your response to commen ts 3 and 4 and the corresponding proposed
revisions to future filings.   In future filings , with regards to your tabular presentation of
key factors influencing valuation changes, pleas e provide an additional level of detail to
enable a reader to understand inputs used  by management on assets with similar
characteristics instead of providing one ra nge for MBS and mortgage loans in the
aggregate.  In addition, discuss in greater detail the factors that contribut ed to the change
and why these factors support the co rresponding change in key inputs.

Anne D. McCallion
PennyMac Mortgage Investment Trust July 28, 2011 Page 2

 2. We have considered your response to comment  6 and remain unclear how a reader could
assess the effectiveness of your  strategy over the entire holding period of the loan when it
does not take into account cash outflows beyond the original cash outlay upon acquisition
of the loan.   To the extent you plan to in clude this measure in future filings, you should
provide a balanced presentation that quantif ies the expenses or cash outflows along with
cash inflows associated with the settled loans.

Liquidity and Capital Resources, page 65

3. We note your response to comment 11 from our  letter dated July 7, 2011, including your
proposed disclosure.  In future Exchange  Act periodic reports please provide more
detailed disclosure regarding your agreemen ts where a margin call may result from any
decline in the market value of the assets, in cluding any applicable haircut provisions, as
well as your agreements where you may agr ee with the lender upon certain thresholds
(and disclose such thresholds, if applicable and material).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. 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 made.

You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Kristina Aberg at (202) 551-3404 or  Angela McHale at (202) 551- 3402 with any other questions.

Sincerely,
  /s/ Cicely LaMothe
        C i c e l y  L a M o t h e          Senior Assistant Chief Accountant

CORRESP
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filename1.htm

July 21, 2011

Ms. Cicely LaMothe

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

SUBJECT:

File   No. 001-34416

Response   to your comment letter

PennyMac   Mortgage Investment Trust

Form 10-K   for the year ended December 31, 2010

Filed   on March 7, 2011

Dear Ms. LaMothe:

I am writing in response to your letter dated July 7, 2011 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (“PMT” or the “Company”) for the year ended December 31, 2010 as filed on March 7, 2011.

Following are our responses to your comments.  For ease of review, we have reprinted your comments in bold face followed by our responses.

Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 47

1.                                      In future Exchange Act periodic reports, please discuss the current relationship between your weighted average yield on assets as compared to your weighted average financing costs, and clarify whether your average cost of funds reflects the impact of swaps for the covered periods. In addition, please compare the current spread to the prior reporting period spread.

We will add disclosure of the Company’s weighted-average financing costs to the net investment income table beginning with the Quarterly Report for the quarter ended June 30, 2011.  The disclosure will take the following form for each of the comparative reporting periods:

Quarter ended June 30, 2011

Interest income/expense

Net gain

Total

Annualized %

Coupon

Discount
   accrual

Total

(loss) on
   investments

revenue/
    expense

Average
   balance

Interest
   yield/cost

Total
   return

(dollars in thousands)

Assets:

Short term investments

$

xx

$

xx

$

xx

$

xx

$

xx

$

xx,xxx

x.xx

%

x.xx

%

Mortgage-backed securities:

Non-Agency subprime

xx

xxx

xxx

xxx

xxx

xx,xxx

x.xx

%

x.xx

%

Non-Agency Alt-A

xxx

xxx

xxx

xxx

xxx

xx,xxx

x.xx

%

x.xx

%

Non-Agency prime jumbo

xxx

x

xx

xx

xx

x,xxx

x.xx

%

x.xx

%

Total mortgage-backed securities

xxx

xxx

xxx

xxx

xxx

xx,xxx

x.xx

%

x.xx

%

Mortgage loans

x,xxx

xxx

x,xxx

xx,xxx

xx,xxx

xxx,xxx

x.xx

%

x.xx

%

x,xxx

$

xxx

$

x,xxx

$

xx,xxx

$

xx,xxx

$

xxx,xxx

x.xx

%

x.xx

%

Liabilities:

Loans sold under agreements to repurchase

$

x,xxx

$

x,xxx

$

xx,xxx

$

xxx,xxx

x.xx

%

Securities sold under agreements to repurchase

xxx

xxx

xxx

xx,xxx

x.xx

%

Real estate acquired in settlement of loans sold   under agreements to repurchase

xx

xx

xx

x,xxx

x.xx

%

$

x,xxx

$

xx,xxx

x.xx

%

Continuation of management response:

During 2009 and 2010, PMT’s balance sheet was primarily equity financed.  During 2011 through June 30, the Company’s debt financing has grown substantially but is primarily financing non-interest earning assets.  Accordingly, from inception through June 30, 2011, the relationship of interest income to interest expense has been much less direct at PMT than the relationship that exists at traditional investors in performing assets that earn interest.  However, the Company continually evaluates its income statement presentation and its disclosures in Management’s Discussion & Analysis and will discuss the relationship between interest income and expense if and when its balance sheet structure migrates to a performing asset-dominated composition.

We will clarify whether PMT’s average cost of funds reflects the effect of swaps for the covered periods if and when the Company enters into any interest rate swap transactions.

Asset Acquisitions, page 56

2.                                      We note that a majority of your assets were purchased from one large financial institution and that you have a pending purchase in the amount of

27001 Agoura Road, Calabasas, CA 91301

Phone: (818) 224-7442   Website: www.PennyMacUSA.com

2

$34.0 million from that same institution. In future Exchange Act periodic reports, please identify this counterparty.

We will identify this institution, CitiMortgage, Inc. and/or its affiliates, in future filings.

Net Investment Income, pages 57 — 59

3.                                      Reference is made to page 59.  We note your gain on mortgage loans resulted from payoffs, valuation changes, and sales. Please tell us and expand future filings to discuss each component in greater detail.  Your discussion should include a summary of the significant transactions related to payoffs and sales activity and any trends noted.  In addition, to the extent applicable, please quantify and discuss any gains within each component that resulted from your loan modification efforts.

Our response is combined with the response to comment 4 below.

4.                                      Further, please explain the factors contributing to the valuation changes and whether they were driven by changes in expectations regarding contractual cash flow or changes in credit risk. In addition, disclose significant inputs used in your valuation, period-to-period changes in those assumptions and a discussion of the economic drivers supporting those changes.  Please provide us the disclosure you will include in future Exchange Act periodic reports to address this issue.

PMT’s gains resulting from payoffs and loan sales have to date been comprised of transactions involving individual loans.  Accordingly, we expect to limit the discussion of gains arising from these transactions to a comparison of the aggregate volume of individual loan activity between the periods unless significant bulk transactions are involved for which separate disclosure will be provided.  The previous disclosure of comparisons of these loan payoffs and loan sales gains between periods has been limited due to the lack of historical data with which to compare current period results.  We expect to expand the comparisons of periods as relevant historical data are developed.

With respect to loan modifications, the Company does not measure the gain or loss from loan modifications separately from the change in fair value that occurs in the reporting period.  In the period of modification, the fair value of the modified loan is compared to the fair value of the loan prior to modification and the difference is reported as a component of gain (loss) on

3

investments in mortgage loans in the income statement.  We elect the fair value option in accordance with ASC 825-10-15 for all of our investments in loans.

We expect that future disclosures explaining the factors contributing to the valuation changes will approximate the following disclosure made in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011:

“The net gains on mortgage loans arising from valuation changes were due primarily to the changes in value of loans as the loans moved through the resolution process during the quarter and to reductions in the discount rates we use to estimate the fair value of certain of our mortgage loans. During the quarter ended March 31, 2011, we observed increasing demand for distressed mortgage assets as reflected in increased transaction prices. As a result of these observations the discount rates we use to estimate the fair value of certain of our mortgage loans was decreased to reflect our observations.”

In addition to the items presented in our response to comment 13, we will supplement our discussion with the following table, which ends after footnote 1, for each of the comparative reporting periods.  We will discuss key factors influencing valuation changes, including changes in credit risk as appropriate:

Financial
   Statement Item

Fair Value at
    Reporting
   Date(s)

Valuation
   Technique

Key Input

Range
   (Weighted
   Average)

Mortgage-backed securities(1)

$

xxx,xxx

Broker quote

Discount rate

xx.x% to xx.x%
   (xx.x%)

Prepayment speed

xx.x% to xx.x%
    (xx.x%)

Collateral remaining loss percentage

xx.x% to xx.x%
    (xx.x%)

Mortgage loans

$

xxx,xxx

Discounted cash flow

Discount rate

xx.x% to xx.x%
    (xx.x%)

Twelve-month housing price index change

(x.x)% to (x.x%)
    (x.x%)

Prepayment speed

xx.x% to xx.x%
    (x.x%)

(1) With respect to mortgage-backed securities, key inputs are those used to evaluate broker indications of value.

4

Because PMT’s investments in mortgage loans are predominantly nonperforming, the loans’ valuations are not driven by expectations with respect to contractual cash flows.

5.                                      In future Exchange Act periodic reports, please disclose the valuation changes by loan type.

The primary driver of how loans are valued is the loans’ performance status.  Accordingly, in future Exchange Act filings, we will disclose valuation changes segregated between performing and nonperforming loans as shown below:

Net gains on mortgage loans at fair value are summarized below for the periods presented:

Quarter ended
    xxxx,xx,

x months ended
    xxxx xx,

201x

201x

201x

201x

(in thousands)

Valuation changes:

Performing loans

$

xx

$

xx

$

xx

$

xx

Nonperforming loans

xx,xxx

x,xxx

x,xxx

xxx

xx,xxx

x,xxx

x,xxx

$

xxx

Payoffs

x,xxx

xxx

x,xxx

xxx

Sales

x,xxx

xxx

x,xxx

xxx

$

xx,xxx

$

x,xxx

$

x,xxx

$

xxx

6.                                      We note your measure of proceeds received from loans resolved during 2010 as it relates to the purchase price of those loans. To balance your discussion, tell us what consideration was given to quantifying the expenses or cash outflows associated with the settled loans.

The purpose of presenting information on the purchase price of loans resolved during 2010 as compared to the proceeds for the period from acquisition through the resolution event of such loans is to give the reader the ability to evaluate the Company’s performance by comparing the cash inflows (which are net of closing costs and fees) and cash outlay for the loans that were resolved in the period.

Because PMT has elected fair value accounting for its loan investments, its periodic income statements include as a component of income, the change in fair value of the loans.  The gain (loss) on disposition of a loan (through payoff or sale) on the income statement reflects the difference between the proceeds received and the fair value at the later of the beginning of the period or acquisition rather than the difference between original cost and proceeds received.  The gains or losses on the sale of real estate acquired in settlement of loans is included in the income statement as a component of Results of real estate acquired in settlement of loans.

5

This line item also includes value changes, in accordance with the lower of cost or market accounting policy described in Note 3 to PMT’s financial statements, from the later of the beginning of the period or acquisition of the real estate to the end of the period.

In management’s view, the reader’s understanding of PMT’s financial results can be enhanced by providing information on cash inflows and cash outflows over the holding period of an acquired distressed asset.

Management believes that a comparison of proceeds (net of costs and fees) and original cash outlay is a meaningful way for readers to assess the effectiveness of the Company’s business strategy over the entire holding period of a loan.

We will continue to evaluate the relevance and usefulness of the current disclosure in future periodic filings.

7.                                      You disclose on page 59, that you cannot provide assurances that the cash received on settled loans is indicative of future cash receipts on your existing mortgage investments or on future investments in mortgage-related assets.  Please clarify if there is any backtesting performed subsequent to the settlement to validate the values assigned to these assets and whether you use that information in updating your fair value model.  In addition, please disclose in future periodic reports whether you believe the fair values reflected diverge materially from amounts you currently anticipate realizing upon settlement.  If so, disclose why and the basis for your views.

The Company’s manager, PNMAC Capital Management, LLC (“PCM”), assesses the effectiveness of its model by comparing actual versus model-forecasted results on a monthly basis.  PCM uses the results of such surveillance in its periodic evaluation of the assumptions used in the valuation process.  We will revise future disclosures to indicate this.

We do not believe that the fair values recorded by the Company diverge materially from the values that the Company would presently realize in an arms’ length sale.  However, the market for PMT’s mortgage assets is illiquid with very few participants.  One of the consequences of this market state is that the loans are classified as “Level 3” and determination of the loans’ fair values is subject to the uncertainties inherent in their illiquidity.

We will include a statement to the following effect in future periodic reports:

“While management believes that the Company’s current fair value estimates are representative of current value at the reporting date, the market for PMT’s mortgage assets is illiquid with very few market participants.   In addition, PMT’s business strategy is to enhance value during the period in which the loans are held; the resulting appreciation or depreciation in the fair value of the loans would be recorded during the holding period and ultimately realized at the end of the holding period.”

6

Investment Portfolio Composition, page 60

8.                                      Tell us what consideration was given to also including a tabular presentation showing the fair value of your mortgage-backed securities and your mortgage loan portfolio as compared to the fair value of the underlying collateral.  Provide a discussion of how collateral values are considered and verified in your fair value analyses for these assets.

We did not consider including a tabular presentation showing the fair value of the underlying collateral to PMT’s mortgage-backed securities (“MBS”).  The current investment in mortgage-backed securities has remaining aggregate average lives of less than one year and is comprised of currently cash flowing securities in senior tranches of securitizations that were completed by various lenders.  Providing a reasonably accurate measure of the fair value of the real estate collateral underlying the mortgage collateral for the Company’s securities would be very difficult as the Company does not have access to property addresses for the loans in the MBS.

As further discussed in the response to comment 13, an analytical review of the bond values provided to us by brokers is performed.  Collateral values are indirectly considered in the analysis because the current and projected severity and losses, which are derived from collateral value, are reviewed.  Because of the analytical review performed, the seniority and currently cash flowing nature of the securities and the lack of accuracy surrounding the collateral values, we do not believe that including a tabular presentation of the fair value of the underlying collateral is appropriate.

7

With respect to mortgage loans, we have not previously considered tabular presentation comparing the fair value of our mortgage loans to the fair value of the underlying collateral.  In future periodic filings, we will present the following table:

June 30, 2011

December 31, 2010

Fair Values

Loan

Collateral

Loan

Collateral

(in thousands)

Performing loans

$

xx

$

xx

$

xx

$

xx

Nonperforming loans

xx,xxx

x,xxx

x,xxx

xxx

$

xx,xxx

$

x,xxx

$

x,xxx

$

xxx

Property values for the mortgage loan portfolio are originally obtained from brokerage price opinions (“BPOs”) ordered when a pool is purchas

July 7, 2011
 VIA E-Mail

Ms. Anne D. McCallion Chief Financial Officer PennyMac Mortgage Investment Trust 27001 Agoura Road Calabasas, CA  91301
Re: PennyMac Mortgage Investment Trust
  Form 10-K for the year  ended December 31, 2010
Filed on March 7, 2011 File No. 001-34416

Dear Ms. McCallion:
We have reviewed your filings 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 te n business days 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 circum stances, please tell us why in your response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.
 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 47
 1. In future Exchange Act periodic reports, please discuss the current relationship between
your weighted average yield on assets as co mpared to your weighted average financing
costs, and clarify whether your average cost of  funds reflects the impact of swaps for the
covered periods.  In addition, please compare the current spread to the prior reporting
period spread.
 Asset Acquisitions, page 56

 2. We note that a majority of your assets were purchased from one larg e financial institution
and that you have a pending purchase in the amount of $34.0 million from that same institution.  In future Excha nge Act periodic reports, pleas e identify this counterparty.

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 2

 Net Investment Income, pages 57 – 59

 3. Reference is made to page 59.  We note your gain on mortgage loans resulted from
payoffs, valuation changes, and sales.   Pleas e tell us and expand future filings to discuss
each component in greater detail.  Your discussion should include a summary of the
significant transactions related to payoffs a nd sales activity and any trends noted.   In
addition, to the extent applicable, please quantify and discuss any gains within each
component that resulted from your loan modification efforts.

4. Further, please explain the factors contributi ng to the valuation changes and whether they
were driven by changes in expectations rega rding contractual cash flow or changes in
credit risk.  In addition, disc lose significant inputs used  in your valuation, period-to-
period changes in those assump tions and a discussion of th e economic drivers supporting
those changes.  Please provide us the disclo sure you will include in future Exchange Act
periodic reports to address this issue.
5. In future Exchange Act periodic reports, please disclose the valuation changes by loan
type.
 6. We note your measure of proceeds received from  loans resolved during 2010 as it relates
to the purchase price of those loans.  To balance your discussion, tell us what
consideration was given to quant ifying the expenses or cash ou tflows associated with the
settled loans.
 7. You disclose on page 59, that you cannot provi de assurances that the cash received on
settled loans is indicative of future cash r eceipts on your existing mortgage investments
or on future investments in mortgage-relate d assets.  Please clar ify if there is any
backtesting performed subsequent to the se ttlement to validate the values assigned to
these assets and whether you use that informa tion in updating your fair value model.  In
addition, please disclose in fu ture periodic reports whether you believe the fair values
reflected diverge materially from am ounts you currently antic ipate realizing upon
settlement.  If so, disclose why and the basis for your views.
 Investment Portfolio Composition, page 60

 8. Tell us what consideration was given to also  including a tabular pr esentation showing the
fair value of your mortgage-backed securiti es and your mortgage loan portfolio as
compared to the fair value of the underlyi ng collateral.  Provide a discussion of how
collateral values are considered and verified in your fair value anal yses for these assets.
 9. We note in 2010 a significant amount of the loans acquired are in foreclosure.  In
addition, we also note that almost half of your nonperforming loans have a loan-to-value
at or greater than 100%.  Please provide an  enhanced discussion in your MD&A of how
you plan to mitigate the risks re lated to the most troubled lo ans in your portfolio.  Given

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 3

 the nonaccrual loans are not generating in terest income, clarify your strategy for
generating revenue and cash flow from foreclos ed loans with collateral values less than
the principal amounts due and provide enhan ced disclosures of how you monitor these
loans, your restructuring effo rts, settlements during the period, as well as any notable
trends.
 Liquidity and Capital Resources, page 65

 10. We note that your debt financing agreements c ontain financial covenants.  To the extent
you have material sources of li quidity that include financial covenants that may restrict
future financing flexibility, please include a more detailed discussion of these covenants
in future Exchange Act periodic reports.  In addition, please confirm that in future
Exchange Act periodic reports you will disclose  your actual financial covenant ratios to
the extent that compliance with such ratios is having a material impact on your financial flexibility, such as by pr ecluding new indebtedness.

11. In future Exchange Act periodic reports, pl ease provide a brief description of the margin
call provisions of your repurchase agreements, including the percentage  asset decline that
could cause a margin call.
12. In future Exchange Act periodic reports,  please expand the disclosure regarding your
leverage strategy to address your current st rategy with respect to the term of your
borrowings and the use of securitizations.
Financial Statements and Notes

 Note 3 – Significant Accounting Policies

 Mortgage-Backed Securities a nd Mortgage Loans, page F-8

 13. We note that both broker quotes for mortgage-b acked securities and fair value estimates
for mortgage loans are reviewed by PCM.   Please tell us and expand future filings to discuss the procedures performed to validate the prices obtained from broker quotes for
mortgage-backed securities and determined us ing a discounted cash flow valuation model
for mortgage loans.   Please provide us the disclosure you will include in future Exchange
Act periodic reports to  address this issue.
 14. In addition, please explain the ra tionale for a broker to modi fy their indication of value
based on the evaluations from PCM, tell us how  often this occurs and what has been the
impact to the fair values recognized in your financial statements.
 15. For your mortgage loans, we note you empl oy loan modification programs focused on
keeping borrowers in their homes.   Please quantify the total amount of loans modified
and clarify whether all modifica tions are treated as troubled de bt restructurings.   To the

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 4

 extent that all modifications we re not troubled debt restructur ings, please explain why.
In addition, please tell us and consider expa nding future filings to describe your loan
modification programs.   Your discussion shoul d include a description of the key features
of the loan modification program, including the significant terms modified and whether
the modifications are short-term or long-term  and quantify the types of concessions made
(i.e. reduction in interest rate, payment exte nsions, or forgiveness of principal).  Please
provide us the disclosure you will include in future Exchange Act periodic reports to
address this issue.
 Investment Consolidation, page F-9

 16. Please tell us how you determined that you do not have a variable  interest in your
affiliated service providers under the guidance in ASC 2009-17.
  Note 13 – Commitments and Contingencies, page F-24

 17. Based on the disclosure included in your risk  factor on page 35, we note you are required
to repurchase or substitute mortgage loans if you breach a representation or warranty in
connection with loans you sell.   Please  clarify how you have complied with the
disclosure requirements outlined in paragraphs 460-10-50-2 to 4 of the FASB Accounting
Standards Codification for these guarantees.  Please provide us th e disclosure you will
include in future Exchange Act period ic reports to address this issue.
   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. 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 made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

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

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

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 5

 You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Kristina Aberg at (202) 551-3404 or  Angela McHale at (202) 551- 3402 with any other questions.
                                                                     Sincerely,
  /s/ Cicely LaMothe        Cicely LaMothe
               Senior Assistant Chief Accountant

CORRESP
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PENNYMAC MORTGAGE INVESTMENT TRUST

27001 AGOURA ROAD, THIRD FLOOR

CALABASAS, CALIFORNIA 91301

VIA EDGAR AND FACSIMILE

Thomas Kluck

Division of Corporation
Finance

Securities and Exchange
Commission

Washington, D.C. 20549

July 28, 2009

Re:                               PennyMac
Mortgage Investment Trust (the “Registrant”)

Registration
Statement on Form S-11 (File No. 333-159460)

Dear Mr. Kluck:

Pursuant
to Rule 461 and Rule 430A under the Securities Act of 1933, as
amended, the Registrant hereby requests acceleration of the registration
statement on Form S-11 (File No. 333-159460), at 4:00 p.m. Eastern Time on July 29,
2009, or as soon as practicable thereafter.
By separate letter, the underwriters of the issuance of the securities
being registered have joined in this request for acceleration.

In
connection with this request, the Registrant acknowledges that:

(1)
should the Securities and Exchange Commission (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;

(2)
the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

(3)
the Registrant may not assert staff comments and 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.

  Very truly yours,

  PennyMac Mortgage
  Investment Trust

  By:

  /s/ Anne D. McCallion

  Name:

  Anne D. McCallion

  Title:

  Chief Financial Officer and Treasurer

  Global Markets &
  Investment Banking

  One Bryant Park

  New York, New York 10036

  646-855-6765

  July 28, 2009

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  PennyMac Mortgage
  Investment Trust

  Registration Statement
  No. 333-159460

Gentlemen:

We hereby join the
company in requesting that the effective date for the registration statement
referred to above be accelerated so that it will be declared effective at 4:00 p.m.
Eastern Time on July 29, 2009, or as soon thereafter as possible, pursuant
to Rule 430A.

The underwriters of the
above issue were advised by invitation wire and in subsequent underwriting
papers that they must comply with the provisions of SEC Release No. 33-
4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.  Copies of the preliminary prospectus have
been or will be made available in sufficient time for distribution to all
prospective purchasers no less than 48 hours prior to the time it is expected
confirmations will be mailed.  The
undersigned, as joint-lead managers, have and will, and each underwriter and
each dealer has advised the undersigned that it has and will comply with
Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934
Act.

In connection with the
foregoing and pursuant to Rule 460 please be advised that the undersigned
have effected approximately the following distribution of copies of the
Preliminary Prospectus dated July 16, 2009.

  N.Y.S.E.

  1

  Financial
  Services and Publications

  10

  FINRA

  5

  Underwriters

  5,290

  Dealers

  32

  Individuals &
  Corporations

  1,097

  MLPF&S
  Inc. Branch Offices

  2,013

  8,448

   Copies

  Very truly yours,

  MERRILL LYNCH, PIERCE,
  FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC

  DEUTSCHE BANK SECURITIES
  INC.

  As Representatives

  BY: MERRILL LYNCH,
  PIERCE, FENNER & SMITH INCORPORATED

  By:

  /s/ Palma Mazzolla

  Palma Mazzolla

  Authorized Signatory

2

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010
July 10, 2009

Jeff Grogin Chief Legal Officer and Secretary PNMAC Capital Management, LLC 27001 Agoura Road, Third Floor Calabasas, California 91301
 Re: PennyMac Mortgage Investment Trust
  Amendment No. 1 to Registration Statement on    Form S-11   Filed June 24, 2009   File No. 333-159460

Dear Mr. Grogin:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with additional information so we
may better understand your disclosure.  After reviewing this inform ation, we may or may
not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

 1. We note your response to prior comment 4, as well as your related disclosure.
Please revise your prior performance ta bles to present the information in
accordance with Tables I, II, and III of Guide 5.  Please in clude separate tables for
experience in raising and investing funds , compensation to sponsor, and operating
results of prior programs.  Please advise us  of any line items in the tables of Guide
5 that you believe are not applicable.

Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 2

Prospectus Summary

Our Organizational Structure, page 11
2. In the chart, please disclose the control persons of Private National Mortgage
Acceptance Company, LLC.

Risk Factors

Publicity and media attenti on concerning litigation and investigations involving
Countrywide …, page 27
 3. We note your added disclosure.  Please di sclose whether these “two other former
executives” are affiliated with you.  If th ey are affiliated, please disclose the
capacity in which they are affiliated.
 Business

Our Investment Strategy, page 92
 4. We note your response to prior comment 26 and your revised disclosure.  Please
disclose the sources of your investme nt opportunities in non U.S. government
agency RMBS, other MBS and other assets.
 Historical Performance, page 101

5. In your narrative disclosure on page 101, please note any material differences
between your objectives and/or  strategies and the objectiv es and/or strategies of
the PennyMac funds.  For example, we note that the PennyMac funds use no leverage, whereas you plan to use substantial leverage.
6. We note your disclosure on page 101 that, “The PennyMac funds have
substantially similar invest ment objectives and strategies as we do.”  Since your
investment objectives are similar to these other programs, please revise the tables
to identify each program and provide sepa rately the information for each program.
7. Please disclose whether any of the prio r programs have experienced any major
adverse business developments or conditi ons.  If they have, please explain.  See
Item 8.A.2 of Guide 5.

Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 3

8. We note that you disclose “Income generated from operations” in Table I.  Please
revise to disclose the “Dollar amount of  cash generated from operations before
deducting payments” to PCM and Affiliates similar to the information required in Table II of Guide 5.
9. We note your disclosure in footnote (1) to Table I that, “Both of these investment
funds have the ability to raise additio nal capital commitments.”  Please clearly
indicate whether the offering for each progr am has closed.  If the offerings are
closed, please include the disclosure required in Table I of Guide 5.
10. In footnote 7 of Table I, please br eak out the amount of fees verses
reimbursement costs.

Certain Relationships and Re lated Transactions, page 129

11. For each transaction, please disclose the basis in which each person is a related
person and disclose, as applicable, the rela ted person’s interest in the transaction.
Refer to Item 404(a) of Regulation S-K.

Item 36.  Financial Statements and Exhibits, page II-3
 Exhibit 8.1

 12. We note from the fourth paragraph that counsel has assumed that the information
presented in the Registration Statement “accurately and completely describes all
material facts relevant to the Offering a nd [counsel’s] opinion.”  Since counsel is
providing an opinion to this end (that the Registration St atement includes “a fair
and accurate summary of the material U.S. federal income tax consequences”), it is not appropriate to provide this  as an assumption.  Please revise.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 4

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent 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:

• should the Commission or the staff, acti ng pursuant 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement 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 th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 5

You may contact Jonathan Wiggins  at (202) 551-3694 or Dan Gordon,
Accounting Branch Chief, at (202) 551-3486 if you have questions regarding comments
on the financial statements and related matters.  Please contact Angela McHale at (202) 551-3402 with any other questions.  If you requi re further assistance you may contact 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

CORRESP
1
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  SIDLEY
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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

2

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

3

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

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