N-CSRS 1 pnmac-llc_ncsrs.htm SEMI-ANNUAL CERTIFIED SHAREHOLDER REPORT pnmac-llc_ncsrs.htm

As filed with the Securities and Exchange Commission on September 8, 2011
 
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES




Investment Company Act file number  811-22229


PNMAC Mortgage Opportunity Fund, LLC




27001 Agoura Rd. Suite 350
Calabasas, California 91301


Jeff Grogin, Secretary
PNMAC MORTGAGE OPPORTUNITY FUND, LLC
27001 Agoura Rd, Suite 350  Calabasas, California 91301


Copies to:
 
Richard T. Prins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036


(818) 224-7050


Date of fiscal year end: December 31



Date of reporting period:  June 30, 2011
 
 
 
 

 

 
Item 1. Reports to Stockholders.


 

Logo

 
PNMAC Mortgage Opportunity Fund, LLC


Semi-Annual Report


June 30, 2011

 

 
 
 

 
 
PNMAC Mortgage Opportunity Fund, LLC
Table of Contents




 
Page
   
Financial Statements
 
   
Statement of Assets and Liabilities
2
   
Schedule of Investments
3
   
Statement of Operations
4
   
Statement of Changes in Net Assets
5
   
Statement of Cash Flows
6
   
Financial Highlights
7
   
Notes to Financial Statements
9
   
Additional Information
17
   
Contained herein:
 
   
Unaudited financial statements of PNMAC Mortgage Opportunity Fund, LP (“Master Fund”)
 
 
 
 
 

 
 
PNMAC Mortgage Opportunity Fund, LLC
Statement of Assets and Liabilities
June 30, 2011
(Unaudited)


Assets:
     
       
Investments, at fair value (cost $287,227,631)
  $ 385,253,730  
Other assets
    2,230  
Total assets
    385,255,960  
         
Liabilities:
       
         
Payable to investment manager
    492,301  
Distributions payable to series A preferred shares
    11,400  
Accrued expenses and other liabilities
    399,763  
Total liabilities
    903,464  
         
Net Assets
  $ 384,352,496  
         
Net Assets Consist of:
       
Series A preferred shares
  $ -  
Common shares
    536  
Additional paid-in capital
    368,204,783  
Net unrealized appreciation on investments
    16,147,177  
 
       
Total Net Assets
  $ 384,352,496  
         
Net Asset Value per Share
       
Series A preferred shares
       
   Net assets applicable to preferred shares at a liquidation preference        
of $500 per share
  $ 114,000  
Shares outstanding ($0.001 par value, 5,000 shares authorized)
    228  
Net asset value, offering and redemption price per share
  $ 500.00  
         
Common shares
       
Net assets applicable to common shares
  $ 384,238,496  
Shares outstanding ($0.001 par value, unlimited shares authorized)
    535,688  
Net asset value per share
  $ 717.28  
         
 
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
 
2

 
 
PNMAC Mortgage Opportunity Fund, LLC
Schedule of Investments
June 30, 2011
(Unaudited)

 
Description
 
Shares or Principal Amount
   
Fair Value
 
             
INVESTMENTS –  100.2%*
           
Investment in Master Fund – 100.2%*
           
PNMAC Mortgage Opportunity Fund, LP^
  $ 287,093,805     $ 385,119,904  
Total Investment in Master Fund (Cost $287,093,805)
    287,093,805       385,119,904  
                 
Short-Term Investment – <0.1%*
               
BlackRock Liquidity Funds:  TempFund Institutional Shares^
    133,826       133,826  
Total Short-Term Investment  (Cost $133,826)
    133,826       133,826  
                 
TOTAL INVESTMENTS (Cost $287,227,631)
            385,253,730  
Liabilities in excess of other assets – <(0.1)%*
            (901,234 )
TOTAL NET ASSETS – 100.0%*
          $ 384,352,496  
 
* Percentages are stated as a percent of net assets
^ Investment represents securities held or issued by related parties
   All investments are in the United States of America
     
 
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
 
3

 
 
PNMAC Mortgage Opportunity Fund, LLC
Statement of Operations
For the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
Investment income allocated from Master Fund:
     
    Interest income
  $ 8,113,986  
    Dividend income
    1,789,213  
           Total investment income
    9,903,199  
Expenses allocated from Master Fund:
       
  Investment advisory fees
    2,953,807  
  Interest expense
    1,080,495  
  Administration and other fees
    214,942  
  Directors’ fees and expenses
    184,557  
  Professional expenses
    119,443  
  Insurance expense
    92,964  
  Portfolio accounting fees
    27,377  
  Custodian fees
    12,281  
           Total expenses
    4,685,866  
         
           Net investment income allocated from Master Fund
    5,217,333  
         
Investment income:
       
  Dividend income
    134  
           Total investment income
    134  
         
Expenses:
       
  Shareholder services fee
    985,489  
  Professional expenses
    479,048  
  Administration fees
    63,543  
  Custody fees
    2,180  
  Registration fees
    354  
  Tax expense
    8,408  
           Total expenses
    1,539,022  
         
           Net investment income
    3,678,445  
         
Distributions to Series A preferred shareholders
    (5,700 )
         
Net realized and unrealized gain on investments and carried interest allocated from Master Fund:
       
Net realized gain on investments
    1,135,695  
Net change in unrealized gain on investments
    8,325,476  
Net change in carried interest allocated from the Master fund
    (4,510,553 )
     Net realized and unrealized gain on investments and carried interest allocated from Master Fund
    4,950,618  
         Net increase in net assets resulting from operations
  $ 8,623,363  
 
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
 
4

 
 
PNMAC Mortgage Opportunity Fund, LLC
Statement of Changes in Net Assets
For the Period from January 1, 2011 to June 30, 2011 and
For the Year Ended December 31, 2010
(Unaudited)


   
Six Months Ended
June 30, 2011
   
Year Ended
December 31, 2010
 
Increase in net assets resulting from operations:
           
Net investment income
  $ 3,678,445     $ 17,692,521  
Distributions to Series A preferred shareholders
    (5,700 )     (12,318 )
Net realized gain on investments
    1,135,695       28,902,812  
Net change in unrealized gain on investments
    8,325,476       45,291,475  
Net change in carried interest allocated from Master Fund
    (4,510,553 )     (17,688,289 )
Net increase in net assets resulting from operations
    8,623,363       74,186,201  
                 
Increase (decrease) in net assets resulting from capital transactions:
               
Proceeds from issuance of common shares
    -       161,992,622  
Distributions to common shareholders
    (8,000,000 )     (83,200,000 )
Net increase (decrease) in net assets resulting from capital transactions
    (8,000,000 )     78,792,622  
                 
Net increase in net assets
    623,363       152,978,823  
                 
Net Assets:
               
   Beginning of year
    383,729,133       230,750,310  
   End of year
  $ 384,352,496     $ 383,729,133  

 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
 
5

 

PNMAC Mortgage Opportunity Fund, LLC
Statement of Cash Flows
For the Period from January 1, 2011 to June 30, 2011
(Unaudited)


Cash flows from operating activities:
     
       
  Net increase in net assets resulting from operations
  $ 8,623,363  
         
  Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
       
 
       
   Distributions from Master Fund
    27,584,603  
   Net investment income allocated from Master Fund
    (5,217,333 )
   Net realized gain on investments allocated from Master Fund
    (1,135,695 )
   Net unrealized gain on investments allocated from Master Fund
    (8,325,476 )
   Allocation of carried interest to the General Partner from the Master Fund
    4,510,553  
      Change in assets and liabilities:
       
   Net change in short-term investment
    (84,055 )
   Decrease in other assets
    96,702  
   Decrease in payable to investment manager
    (2,494 )
   Increase in accrued expenses and other liabilities
    144,132  
   Net cash provided by operating activities
    26,194,300  
         
Cash flows from financing activities:
       
         Distributions to common shareholders
    (8,000,000 )
         Increase in distributions payable to Series A Preferred Shares
    5,700  
         Decrease in dividends payable
    (18,200,000 )
   Net cash used in financing activities
    (26,194,300 )
 
       
Net increase in cash
    -  
         
Cash at beginning of year
    -  
Cash at end of year
  $ -  
         
         
 
 
The accompanying notes and the attached financial statements of the Master Fund are an integral part of these financial statements.

 
 
6

 
 
PNMAC Mortgage Opportunity Fund, LLC
Financial Highlights
As of and for the Period Ended January 1, 2011 to June 30, 2011 and
     for the Years Ended December 31, 2010, 2009, and for the period from August 11, 2008
    (commencement of operations) through December 31, 2008
(Unaudited)

 
   
Six Months Ended June 30, 2011
   
Year Ended December 31, 2010
   
Year Ended December 31, 2009
   
Period Ended December 31, 2008
 
PER SHARE OPERATING PERFORMANCE:
 
(amounts applicable to common shares)
 
                         
BEGINNING NET ASSET VALUE
  $ 716.12     $ 710.36     $ 861.24     $ 1,000.00  
                                 
OFFERING COSTS: (1)
    0.00       0.00       0.00       (1.07 )
                                 
INCOME FROM INVESTMENT OPERATIONS:
    6.87       38.48       83.38       7.19  
                                 
Net investment income (1), (2)
                               
                                 
Distributions to series A preferred shares (1)
    (0.01 )     (.03 )     (.04 )     (0.04 )
Net realized and unrealized gain (loss) from
                               
investments
    9.23       122.62       (48.86 )     (47.44 )
                                 
Total income (loss) from investment operations
    16.09       161.07       34.48       (40.29 )
                                 
DISTRIBUTIONS
                               
Investment income and realized gains
    (14.93 )     (155.31 )     (20.45 )     -  
                                 
Return of capital
    -       -       (164.91 )     (97.40 )
                                 
Total distributions
    (14.93 )     (155.31 )     (185.36 )     (97.40 )
                                 
ENDING NET ASSET VALUE
  $ 717.28     $ 716.12     $ 710.36     $ 861.24  
                                 
Total return(3) ,(6)
    2.21 %     22.98 %     5.19 %     (4.16 %)
Internal rate of return (4)
    11.69 %     13.69 %     (0.24 %)     (12.87 %)
                                 
SUPPLEMENTAL DATA AND RATIOS:
                               
Series A preferred shares:
                               
Net assets, end of period
  $ 114,000     $ 114,000     $ 114,000     $ 114,000  
Total shares outstanding
    228       228       228       228  
Asset coverage ratio
    337,051 %     334,628 %     202,413 %     130,770 %
Involuntary liquidation preference per share
  $ 500.00     $ 500.00     $ 500.00     $ 500.00  
                                 
Common shares:
                               
Ratio of net investment income to weighted average net
                               
assets (2), (5),(7)
    1.91 %     4.85 %     11.17 %     1.81 %
Ratio of expenses to weighted average net assets (2) , (5) ,(7)
    (3.23 %)     (3.14 %)     (6.01 %)     (9.92 %)
Net assets attributable to common shares at period-end
  $ 384,238,496     $ 383,615,133     $ 230,636,310     $ 148,963,836  
Portfolio turnover rate (6)
    0.00 %     19.00 %     0.00 %     0.00 %
                                 
 
(1)  Calculated using the average shares outstanding during the period.
 
 
 
7

 
 
PNMAC Mortgage Opportunity Fund, LLC
Financial Highlights
As of and for the Period Ended January 1, 2011 to June 30, 2011 and
     for the Years Ended December 31, 2010, 2009, and for the period from August 11, 2008
    (commencement of operations) through December 31, 2008
(Unaudited)

 
(2)  Includes proportionate share of income and expenses of the Master Fund.
(3)  Total return is calculated for the common share class taken as a whole.  An investor’s return may vary from these returns based on the timing of capital transactions.
(4)  Internal rate of return is computed based on the actual dates of the cash inflows (capital contributions), outflows (distributions) with the exception of distributions declared but not paid, and partners’ capital accounts on a life-to date basis.
(5)  Ratios exclude distributions to series A preferred shareholders.
(6)  Amounts for the period from August 11, 2008 (commencement of operations) to December 31, 2009 are not annualized.
 
(7)  Six months ended June 30, 2011 and period ended December 31, 2008 amounts are annualized.
 
 
 
 
8

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
Note 1—Organization
PNMAC Mortgage Opportunity Fund, LLC (the “Fund”) is a limited liability company organized under the laws of the state of Delaware.  The Fund is registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management company.  Shares of the Fund were issued solely in private placement transactions that did not involve any “public offering” within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”).  Investments in the Fund may be made only by “accredited investors” within the meaning of Regulation D under the 1933 Act.  The investment objective of the Fund is to achieve attractive total returns by capitalizing on dislocations in the mortgage market through opportunistic investments primarily in U.S. residential mortgages and related assets, instruments and entities.

The Fund is managed by PNMAC Capital Management, LLC (the “Investment Manager”).  The Investment Manager is a registered investment adviser with the Securities and Exchange Commission (“SEC”).

The Fund invests substantially all of its assets in a limited partnership interest of PNMAC Mortgage Opportunity Fund, LP (the “Master Fund”), a limited partnership formed under the laws of the state of Delaware.  The general partner of the Master Fund is PNMAC Opportunity Fund Associates, LLC (the “General Partner”), a Delaware limited liability company and a controlled subsidiary of Private National Mortgage Acceptance Company, LLC, both of which are affiliates of the Fund.

The Master Fund operates as a master fund in a master-feeder fund structure.  The Master Fund acts as a central investment mechanism for the Fund and the General Partner.  The General Partner has the exclusive right to conduct the operations of the Master Fund.  The Fund held a 99.99% interest at June 30, 2011.  The Fund is the sole limited partner in the Master Fund.

The Master Fund has the same investment objective as the Fund and conducts its operations through investments in PNMAC Mortgage Co., LLC, PNMAC Mortgage Co. Funding, LLC and PNMAC Mortgage Co (FI), LLC (collectively, the “Mortgage Investments”).

·  
PNMAC Mortgage Co., LLC is a wholly owned limited liability company. PNMAC Mortgage Co., LLC acquires, holds and works-out distressed U.S. residential mortgages.
·  
PNMAC Mortgage Co. Funding, LLC is a wholly owned limited liability company. PNMAC Mortgage Co. Funding, LLC acquires, holds and works out distressed U.S. residential mortgages, and owns mortgage-backed securities resulting from securitization of such mortgage loans.
·  
PNMAC Mortgage Co (FI), LLC is an investment company that was formed to pool investor capital and take an interest in the proceeds of FNBN I, LLC (“FNBN”).  FNBN is a limited liability company formed to own a pool of residential loans in partnership with the Federal Deposit Insurance Corporation (the “FDIC”).  The pool of residential loans had an unpaid principal balance totaling $558 million at the inception of FNBN.  The FDIC owns a substantial participation interest in the proceeds of the loans held by FNBN that depends on the amount of proceeds collected; the remaining share is owned by PNMAC Mortgage Co (FI), LLC.

As market conditions permit, PNMAC Mortgage Co., LLC may transfer the mortgage loans it owns to the Master Fund to be securitized for financing purposes or sale.  The Master Fund may hold interests in pools of such securitized mortgages and invests directly in other mortgage-related investment securities.
 
 
 
9

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
At June 30, 2011, the Master Fund owned ­­­­100% of PNMAC Mortgage Co., LLC, 69.3% of PNMAC Mortgage Co (FI), LLC, and 100% of PNMAC Mortgage Co. Funding, LLC.

The financial statements of the Master Fund, including the Schedule of Investments, are included elsewhere in this report and should be read with the Fund’s financial statements.

The Fund began operations on August 11, 2008 and will continue in existence through December 31, 2016, subject to three one-year extensions by the Investment Manager at its discretion, in accordance with the terms of the Limited Liability Company Agreement governing the Fund.

Note 2—Significant Accounting Policies
The Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board’s Accounting Standards Codification (the “Codification”).  Following are the significant accounting policies adopted by the Fund:

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Fair Value
The Fund carries its investments at their estimated fair values with changes in fair value recognized in current period results of operations. The Fund applies the hierarchy described in the Fair Value Measurements and Disclosures topic of the Codification, which prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active market for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.
 
Each financial instrument’s level assignment within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement for that particular instrument.  The three levels of the hierarchy are described below:
 
Level 1 – Quoted prices in active market for identical securities.
 
Level 2 – Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayments speeds, credit risk and others.
 
Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.  Unobservable inputs reflect The Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.
 
Changes in valuation techniques may also result in transfer in or out of an investment’s assigned level within the hierarchy.
 
 
 
10

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
Most of The Fund’s assets are not actively traded and are considered illiquid.  As a result, estimating the assets’ fair values is subject to uncertainties regarding the assumptions market participants would use to value the assets.  Due to the inherent uncertainty of estimating fair values for assets that are not actively traded, the estimated fair value of the Fund’s investments may differ significantly from the value that may be realized if the Fund is liquidated and this difference could be material.
 
Investment in Master Fund
The Fund receives a proportionate limited partnership interest in the Master Fund equal to its relative contribution of capital to the Master Fund. The net increase or decrease in net assets resulting from operations includes the Fund’s proportionate share of the Master Fund’s income and losses (including net investment income and net realized and unrealized gains and losses on investments) arising from its investment in the Master Fund as reported by the General Partner of the Master Fund.  Dividend income is recorded on the ex-dividend date or, using reasonable diligence, when known to the Fund. Securities transactions are recorded on the trade-date basis. Changes in fair value are recognized in current period results of operations.

Management's fair value estimates of investments held by the Master Fund are based on the expected proportionate share of the discounted cash flow projections of the assets and liabilities of these investments. The Master Fund’s Mortgage Investments are valued based on the proportionate share of the discounted cash flow projections of the assets and liabilities from these investments.  These Mortgage Investments are valued based on the proportionate share of discounted cash-flow projections of the assets and liabilities of FNBN I, LLC, PNMAC Mortgage Co., LLC, and PNMAC Mortgage Co. Funding, LLC (“Mortgage Companies”) given that the loans or loan participation interest held by the Mortgage Companies represent substantially all of the net asset value held by these entities. Accordingly, fund management classifies the investment in the Master Fund as a “Level 3” financial statement item.

PNMAC Mortgage Co (FI), LLC’s operating agreement with the FDIC governing its investment in FNBN limits PNMAC Mortgage Co (FI), LLC’s ability to transfer any of its rights or interests in FNBN.  PNMAC Mortgage Co (FI), LLC may only transfer all or any part of its interest or rights if (i) the transferee is a qualified transferee and (ii) it first obtains prior written consent of the FDIC.  The contract specifies that the consent shall not be unreasonably withheld, delayed or conditioned, if the transferee is a qualified transferee.

Short-term Investment
The short-term investment, which represents money market funds, is valued at the number of shares multiplied by the value per share published by the manager of the money market fund on the valuation date.  Fair value of such funds also include assessment of liquidity and credit risk, including lockout provisions, if any, related to these funds. Accordingly, fund management classifies the short-term investment as a “Level 1” financial statement item.

Expenses
The Fund is charged for those expenses that are directly attributable to it, such as, but not limited to, administration and custody fees.  Expenses that are not directly attributable to the Fund are generally allocated among the Fund and other entities managed by the Investment Manager in proportion to their respective capital commitments.  All general and administrative expenses are recognized on the accrual basis of accounting.
 
 
 
11

 

PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
Income Taxes
The Fund is treated as a separate taxable entity for Federal income tax purposes. The Fund’s policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income or excise tax is necessary.

Management’s assessment of the requirement to provide for income taxes also includes an assessment of the liability arising from uncertain income tax positions.  Management has concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken on the tax return for the fiscal year-end December 31, 2009, December 31, 2010, or expected to be taken on the tax returns for the fiscal year ended December 31, 2011. The Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.  In developing its conclusion, management of the Fund has analyzed all tax years that are open for examination by the relevant income taxing authority. As of June 30, 2011, open Federal and state income tax years include the tax years ended December 31, 2008 through 2010.  The Fund has no examinations in progress.
 
If applicable, the Fund will recognize interest accrued related to unrecognized tax benefits in “interest expense” and penalties in “other expenses” on the statement of operations.

Distributions to Shareholders
The Fund has outstanding Series A preferred shares.  The preferred shares have an 8% cumulative dividend preference and a liquidation preference totaling $114,000.  In the event of a liquidation of the Fund, the accumulated preferred dividends and the remaining face amount of the preferred shares will be distributed before any distributions are made to common shareholders.

Distributions to shareholders are recorded on the ex-dividend date.  The character of distributions to shareholders made during the year may differ from their ultimate characterization for federal income tax purposes.  The Fund will distribute substantially all of its net investment income and all of its capital gains to shareholders at least annually.  The character of distributions made during the year from net investment income or net realized gains might differ from the characterization for federal income tax purposes due to differences in the recognition of income and expense items for financial statement and tax purposes.

Indemnifications
Under the Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund.  In addition, in the normal course of business, the Fund may enter into contracts that provide general indemnification to other parties.  The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred, and may not occur.  However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2011-04 to the Fair Value Measurements topic of the Codification. ASU 2011-04 eliminates unnecessary wording differences between U.S. GAAP and International Financial Reporting Standards, expands the disclosure requirements of the Fair Value Measurements and Disclosure topic of the Codification for fair value measurements and makes other amendments, including:
 
 
 
12

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
·  
limiting the highest-and-best-use valuation-premise concepts only to measuring the fair value  of nonfinancial assets;
 
·  
permitting an exception to fair value measurement principles for financial assets and financial liabilities (and derivatives) with offsetting positions in market risks or counterparty credit risk when several criteria are met. When the criteria are met, an entity can measure the fair value of the net risk position;
 
·  
clarifying that premiums or discounts that reflect size as a characteristic of the reporting entity’s holding rather than as a characteristic of the asset or liability (for example, a control premium when measuring the fair value of a controlling interest) are not permitted in a fair value measurement; and
 
·  
prescribing a model for measuring the fair value of an instrument classified in shareholders’ equity; this model is consistent with the guidance on measuring the fair value of liabilities.
 
ASU 2011-04 expands the Fair Value Measurements topic’s disclosure requirements, particularly for fair value measurements categorized in Level 3 of the fair value hierarchy: (1) a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, (2) a description of the valuation processes in place (e.g., how the entity decides its valuation policies and procedures, as well as changes in its analyses of fair value measurements, from period to period), and (3) a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs.
 
ASU 2011-04 is applicable to the Master Fund for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a material effect on the Master Fund’s financial statements.
 
Note 3—Fair Value of Investments
Following is a summary of financial statement items that are measured at estimated fair value on a recurring basis as of June 30, 2011:

Description
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Short-term investment
$ 133,826     $ 133,826     $ -     $ -  
Investment in Master Fund
  385,119,904       -       -       385,119,904  
   Total investments
$ 385,253,730     $ 133,826     $ -     $ 385,119,904  

Following is a roll forward of the Fund’s Investment in Master Fund for the period ended June 30, 2011:

Balance at beginning of year
  $ 402,536,556  
   Purchases
    -  
   Distributions
    (27,584,602 )
   Realized and unrealized gain, net of income allocated from the Master Fund
    10,167,951  
Balance at end of year
  $ 385,119,904  

Note 4—Investment Transactions
During the period ended June 30, 2011, the Fund did not purchase any limited partnership interest in the Master Fund but did receive distributions from the Master Fund in the amount of $27,584,602.
 
 
 
13

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
Note 5—Shareholder Services Fee, Administration Fees and Custodian Fees
The Fund has entered into a Shareholder Services Agreement with PNMAC Capital Management, LLC.  Under the terms of the agreement, the Fund pays the Investment Manager a fee equal to an annual rate of 0.5% on capital commitments until December 31, 2011 and thereafter a fee equal to an annual rate of 0.5% of the Fund’s net asset value so long as the fee does not exceed 0.5% of the aggregate capital contributions to the Fund.  The shareholder services fee is accrued monthly and paid quarterly.  The shareholder services fee for the period ended June 30, 2011 was $985,489.

The Fund has engaged U.S. Bancorp Fund Services, LLC, an indirect wholly-owned subsidiary of U.S. Bancorp, to serve as the Fund's administrator, fund accountant, transfer agent, and dividend paying agent. The Fund pays the administrator a monthly fee computed at an annual rate of 0.02% of the first $1,000,000,000 of the Fund's total monthly net assets, 0.015% on the next $1,000,000,000 of the Fund's total monthly net assets and 0.01% on the balance of the Fund's total monthly net assets subject to an annual minimum fee of $120,000.  The administration fees for the period ended June 30, 2011 were $63,543.

U.S. Bank, N.A. serves as the Fund's custodian. The Fund pays the custodian a monthly fee computed at an annual rate of 0.01% on the Fund's average daily market value subject to an annual minimum fee of $4,800.  The custody fee expense for the period ended June 30, 2011 was $2,180.

Note 6—Directors and Officers
The Fund’s and Master Fund’s Board of Directors has overall responsibility for monitoring and overseeing the investment program of the Fund and its management and operations.  The Fund and Master Fund share the same Board of Directors.  All directors’ fees and expenses are paid by the Master Fund.  The independent directors are each paid an annual retainer of $60,000 and a fee per meeting of the Board of Directors of $2,000 for each regular meeting and $1,000 for each telephonic meeting, subject to a cap of $15,000 per year for all telephonic meetings, plus reasonable out-of-pocket expenses.  Directors are reimbursed by the Master Fund for their travel expenses related to Board meetings.  One of the Directors is an officer of the Investment Manager and the Fund and receives no compensation from the Fund for serving as a Director.

Certain officers of the Fund are affiliated with the Investment Manager.  Such officers receive no compensation from the Fund for serving in their respective roles.

Note 7—Common Shareholders
The Fund is authorized to issue an unlimited number of common shares.  The common shares have no preferential, preemptive, conversion, appraisal, exchange or redemption rights and there are no sinking fund provisions applicable to the shares.  The Fund issues common shares at the Net Asset Value per Share as calculated within 48 hours prior to receipt of capital called.  Shareholders are not able to withdraw from the Fund other than through distributions made upon a realization of the Fund’s investments.

Common shares of the Fund were offered in private placements pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended on August 11, 2008 (the “Initial Closing”).  No additional closings were held after the Initial Closing to accept new or additional Capital Commitments. The minimum initial capital commitment required is $100,000,000.
 
 
 
14

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
Common shares have been broken down into three separate series based on the underlying investors timing of capital contributions, which has effected the time of the underlying calculation of carried interest for each series.

The Fund has raised $393,283,020 in aggregate capital commitments. All capital has been contributed to date.

The Fund made distributions of $8,000,000 during the period ended June 30, 2011. These distributions made are not subject to recall.

Note 8—Preferred Shares
Series A preferred shares of the Fund were created by the Board of Directors on August 11, 2008.  The Fund is authorized to issue up to 5,000 series A preferred shares at $500 per share.  As of December 31, 2010 and 2009 the Fund has issued 228.  Series A preferred shares are entitled to receive cumulative dividends in an amount equal to 10% per year.  As of June 30, 2011, $21,850 of dividends on preferred shares have been paid, accrued but unpaid dividends of $11,400 remain at period-end. Upon redemption by the Fund, series A preferred shareholders are entitled to the liquidation preference which is $500 per series A preferred share plus accumulated and unpaid dividends.  Series A preferred shareholders are not entitled to vote on any matter except matters submitted to a vote of the common shares that also affects the series A preferred shares.  The Fund shall not issue or sell any preferred shares or pay any dividend or distribution to the common shares unless the preferred shares have an asset coverage of at least 200% immediately following the given action.

Note 9—Income Tax Information
When appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.  The reclassifications have no effect on net assets or net asset value per share.  Following are the reclassifications recorded by the Fund for the year indicated:

Year
 
Paid In Capital
 
Accumulated Undistributed
Net Investment Income
 
Accumulated
Net Realized Loss
2010
 
 $1,888,098
 
$35,403,437
 
$(37,291,535)

The reclassifications noted above primarily relate to Partnership adjustments and distribution reclassifications in 2010.Following are the gross unrealized appreciation and depreciation of investments and distributable ordinary income and long-term capital gains for federal tax purposes for the year ended December 31, 2010:
 
Cost of investments
  $ 286,138,632  
         
Unrealized appreciation
  $ 45,291,475  
Unrealized depreciation
    (61,548,769 )
Net unrealized depreciation
  $ (16,257,295 )
         
Undistributed ordinary income
  $ 5,981,972  
Undistributed long-term capital gains
    -  
Total distributable earnings
  $ 5,981,972  
         
Other accumulated losses
    (1,139,435 )
         
Total accumulated losses
  $ (11,414,758 )
 
 
 
15

 
 
PNMAC Mortgage Opportunity Fund, LLC
Notes to Financial Statements
As of and for the Period from January 1, 2011 to June 30, 2011
(Unaudited)

 
The tax character of distributions to shareholders during the year ended December 31, 2010, was as follows:
 
Distributions paid from:
     
Capital
  $ -  
Ordinary income
    83,221,850  
Long-term capital gains
    -  
Total distributions
  $ 83,221,850  

At December 31, 2010 the Fund deferred, on a tax basis, post-October losses of:

Currency
 
Capital
$-
 
$552,841

Note 10—Transactions with Affiliates
PNMAC Mortgage Opportunity (Offshore) Fund, Ltd. owns 29.17% of the common shares issued of the Fund.

The Investment Manager is a wholly owned subsidiary of Private National Mortgage Acceptance Company, LLC.  $19,547 was paid to Private National Mortgage Acceptance Company, LLC during the period ended June 30, 2011.

PennyMac Loan Services, LLC acts as the principal mortgage servicer for all mortgages owned by the Mortgage Companies.  PennyMac Loan Services, LLC is a controlled subsidiary of Private National Mortgage Acceptance Company, LLC.

The Fund’s short-term investment, the BlackRock Liquidity Funds: TempFund Institutional Shares, is managed by BlackRock Institutional Management Corporation which a wholly owned subsidiary of Blackrock, Inc.  BlackRock Inc. is an affiliate of the Fund.

Note 11—Risk Factors
Because of the limitation on rights of redemption and the fact that the shares will not be traded on any securities exchange or other market and will be subject to substantial restrictions on transfer, and because of the fact that the Investment Manager invests the Fund's assets in illiquid assets, an investment in the Fund is highly illiquid and involves a substantial degree of risk.

Due to the nature of the “master/feeder” structure, the Fund is materially affected by the actions of the Master Fund and other investors. Investment risks such as market and credit risks of the Master Fund’s investments are discussed in the Master Fund’s notes to the financial statements included herein.

Note 12—Subsequent Events
Management has evaluated all events or transactions through September 1, 2011, the date the Fund issued these financial statements. During this period, the Fund paid preferred dividends of $11,400.
 
 
 
16

 
 
PNMAC Mortgage Opportunity Fund, LLC
Additional Information
(Unaudited)

 
Form N-Q
The Fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q.  The Fund’s Form N-Q is available without charge by visiting the SEC’s Web site at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C.  You may obtain information on the operation of the Public Reference Room by calling +1 (800) SEC-0330.

Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities owned by the Fund and information regarding how the Fund voted proxies relating to the portfolio of securities are available to stockholders (i) without charge, upon request by calling the Fund collect at +1(818) 224-7442; and (ii) on the SEC’s Web site at www.sec.gov.

Board of Directors
The Fund’s Form N-2 includes additional information about the Fund’s directors and is available upon request without charge by calling the Fund collect at (818) 224-7442 or by visiting the SEC’s Web site at www.sec.gov.

Forward-Looking Statements
This report contains "forward-looking statements,'' which are based on current management expectations. Actual future results, however, may prove to be different from expectations. You can identify forward-looking statements by words such as "may'', "will'', "believe'', "attempt'', "seem'', "think'', "ought'', "try'' and other similar terms. The Fund cannot promise future returns. Management’s opinions are a reflection of its best judgment at the time this report is compiled, and it disclaims any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.

Approval of Investment Management Agreement
On May 23-24, 2011, the Board of Directors of the Master Fund and the Fund (collectively, the “Funds”), including the “non-interested” Directors (the “Independent Directors”), met in person and voted to approve the continuance of the Investment Management Agreements (including the portion’s of the Master Fund’s partnership agreement referred to therein) with the Investment Manager for an additional year.
 
In considering whether to recommend approval of the Investment Management Agreements, the Independent Directors reviewed materials provided by the Investment Manager and counsel to the Independent Directors. The Independent Directors also met with senior personnel of the Investment Manager and discussed a number of topics affecting their determination, including the following.
 
(i) The nature, extent, and quality of services expected to be provided by the Investment Manager. The Independent Directors reviewed the services that the Investment Manager provided to the Funds since inception in August 2008 and are expected to continue to provide to the Funds.  In addition, the Independent Directors considered the size, education, background, and experience of the Investment Manager’s staff, including the mortgage finance and capital markets experience of the Investment Manager’s senior management team.  Lastly, the Independent Directors reviewed the Investment Manager’s ability to attract and retain quality and experienced personnel.  The Independent Directors concluded that the scope of services provided since inception and expected to be provided by the Investment Manager to the Funds, and the experience and expertise of the personnel performing such services, was consistent with the nature, extent, and quality expected of an investment adviser of investment vehicles such as the Funds.
 
(ii) The investment performance of the Funds and the Investment Manager.  The Independent Directors received information about the performance of the Funds and the Investment Manager in managing the Fund.  The Directors also received performance information regarding the Funds compared to certain indexes, benchmarks, and/or registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs.
 
 
 
17

 
 
PNMAC Mortgage Opportunity Fund, LLC
Additional Information
(Unaudited)

 
(iii) Cost of the services to be provided and profits to be realized by the Investment Manager and its affiliates from the relationship with the Funds.  The Independent Directors considered the estimated cost of the services provided by the Investment Manager.  As part of their analysis, the Independent Directors gave substantial consideration to the compensation payable to the Investment Manager.  The Independent Directors noted that the compensation terms would remain the same.  In reviewing the management compensation, the Independent Directors considered the management fees and operating expense ratios of other registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs.  The Independent Directors also reviewed and took into account other relationships between the Funds and the Investment Manager and its related persons, including the shareholder servicing agreement between the Investment Manager and the Fund, the mortgage servicing agreements between the Master Fund and an affiliate of the Investment Manager, and a portfolio valuation agreement between the Fund and BlackRock, which has an investment in the Investment Manager’s parent company.  The Independent Directors also considered the compensation charged by the Investment Manager to its other clients, and found such compensation arrangements were comparable.  Finally, the Independent Directors took those other service agreements into account in the context of evaluating the profitability of the Investment Manager in respect of the overall relationship of the Investment Manager and its related persons to the Funds.

The Independent Directors concluded that the compensation that the Investment Manager would receive under the Investment Management Agreements was reasonable.
 
(iv) Economies of Scale.  The Independent Directors also considered that possible economies of scale from future growth of the Funds were not relevant inasmuch as the Funds were closed to any new investment and had limited terms.
 
The Independent Directors had an opportunity to have Executive Session with counsel to the Independent Directors.  During the course of their deliberations at the meetings on May 23-24, the Independent Directors thoroughly reviewed and evaluated the factors to be considered for approval of the Investment Management Agreements including, but not limited to:  the expenses incurred in performance of services by the Investment Manager; the compensation to be received by the Investment Manager under the Investment Management Agreements; the fees charged by the Investment Manager’s peers; the past performance of the Investment Manager; and the range and quality of services provided by the Investment Manager.
 
The Independent Directors expressed satisfaction with the information provided at the meetings on May 23-24 and prior meetings, and acknowledged that they had received sufficient information to consider and approve the continuance of the Investment Management Agreements.  No single factor was determinative to the decision of the Independent Directors.  Rather, after weighing all of the reasons discussed above, the Independent Directors unanimously approved the continuance of the Investment Management Agreement.

Shareholder Meeting – May 26, 2011 – Final Results

The Fund held a Special Meeting of Shareholders on May 26, 2011 at the Fund's offices in Calabasas, California.  At that meeting, common shareholders approved amendments to the "catchup" provisions of the investment management agreements of the Fund and of its portfolio partnership, the Master Fund.  A total of 359,602.1431 votes were cast in favor of the amendments, 176,085.5117 votes were cast against the amendments and no votes abstained.

 
18

 
 




Logo
PNMAC Mortgage Opportunity Fund, LP


Semi-Annual Report



June 30, 2011


 
 

 
 
PNMAC Mortgage Opportunity Fund, LP
Table of Contents
 



 
Page
   
Financial Statements
 
   
Statement of Assets and Liabilities
2
   
Schedule of Investments
3
   
Statement of Operations
5
   
Statements of Changes in Partners’ Capital
6
   
Statement of Cash Flows
7
   
Financial Highlights
8
   
Notes to Financial Statements
10
   
Additional Information
24



 
 

 

PNMAC Mortgage Opportunity Fund, LP
Statement of Assets and Liabilities
June 30, 2011
(Unaudited)



Assets:
     
       
 Investments, at fair value ($534,071,941)
  $ 572,418,021  
 Margin deposit
    10,306,514  
 Interest receivable
    517,794  
 Other assets
    8,852  
       Total assets
    583,251,181  
         
Liabilities:
       
         
 Securities sold under agreements to repurchase
    173,991,000  
 Payable to investment manager
    1,476,903  
 Payable to affiliates
    58,478  
 Interest payable
    40,007  
 Accrued expenses and other liabilities
    364,548  
 Total liabilities
    175,930,936  
         
Partners’ Capital
  $ 407,320,245  
         
Partners’ Capital Consists of:
       
General partner
  $ 22,200,341  
Limited partner
    385,119,904  
Total partners’ capital
  $ 407,320,245  
         
         

 
The accompanying notes are an integral part of these financial statements.
 
 
 
2

 

PNMAC Mortgage Opportunity Fund, LP
Schedule of Investments
June 30, 2011
(Unaudited)


 
 
Description
 
Shares or Principal Amount
   
 
Fair Value
 
             
INVESTMENTS – 140.5%*
           
Mortgage Investments – 79.4%*
           
PNMAC Mortgage Co., LLC ^
  $ 134,950,316     $ 177,343,792  
PNMAC Mortgage Co. Funding, LLC ^
    117,256,289       111,481,675  
PNMAC Mortgage Co (FI), LLC ^
    30,040,324       34,783,874  
Total Mortgage Investments  (Cost $282,246,929)
    282,246,929       323,609,341  
                 
Mortgage-Backed Securities  – 59.1%*
               
Countrywide Asset Backed Certificates, CWL 2005-11 AF6, 5.05%, due 2/25/36
    2,658,799       2,405,416  
Countrywide Asset Backed Certificates, CWL 2006-SD2 1A1, 0.58%, due 5/25/46
    7,184,838       4,741,993  
Ellington Loan Acquisition Trust, ELAT 2007-1 A2A1, 1.23%, due 5/26/37
    796,389       708,787  
PennyMac Loan Trust, PNMAC 2010-NPL1 M2, 5.00%, due 5/1/2050** ^
    38,791,897       34,912,708  
GSAMP Trust, GSAMP 2006-HE6 A2, 5.41%, due 8/25/2036**
    21,480,836       20,460,496  
Morgan Stanley Capital Inc, MSAC 2007-NC3 A2A, 5.38%, due 5/25/2037**
    23,892,870       22,220,369  
Morgan Stanley Home Equity Loan Trust, MSHEL 2006-2 A3, 4.99%, due 2/25/2036**
    21,154,959       20,202,986  
CitiGroup Mortgage Loan Trust Inc, CMLTI 2007-AHL1 A2A, 5.36%, due 12/25/2036**
    9,070,866       8,730,708  
Novastar Home Equity Loan, NHEL 2007-1 A2A1, 5.42%, due 3/25/2037**
    11,242,694       10,792,986  
Countrywide Asset Backed Certificates, CWL 2006-23 2A2, 0.00%, due 5/25/2037
    52,082,246       50,910,396  
Citigroup Mortgage Loan Trust Inc: CMLTI 2007-WFH2 A2, due 3/25/2037
    31,817,563       30,346,000  
Morgan Stanley Home Equity Loan Trust: MSHEL 2007-1 A1, due 12/25/2036
    1,583,000       1,563,212  
 
SWDNSI Trust Series 2010-2 ^
    61,160,666       32,886,885  
 
Total Mortgage –Backed Securities  (Cost $243,899,274)
    282,917,623       240,882,942  
                 
Short-Term Investment – 1.9%*
               
BlackRock Liquidity Funds:  TempFund Institutional Shares^
    7,925,738       7,925,738  
Total Short-Term Investment  (Cost $7,925,738)
    7,925,738       7,925,738  
                 
TOTAL INVESTMENTS (Cost $534,071,941)
            572,418,021  
                 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
3

 
 
PNMAC Mortgage Opportunity Fund, LP
Schedule of Investments
June 30, 2011
(Unaudited)

 
 
 
 
 
Description
 
 
Shares or Principal Amount
   
(continued)
 
 
Fair Value
 
LIABILITIES – (42.7%)*
               
Securities Sold Under Agreements to Repurchase – (42.7%)*
               
Agreements with Wells Fargo, 0.94% (Eligible assets are pledged as collateral – see Note 6)
    (151,266,000 )     (151,266,000 )
Agreement with CitiGroup Global Markets, 3.50% (Eligible assets are pledged as collateral – see Note 6)
    (22,725,000 )     (22,725,000 )
 
Total Securities Sold Under Agreements to Repurchase
    (173,991,000 )     (173,991,000 )
                 
Assets in excess of other liabilities – (2.2%)*
            8,893,224  
TOTAL PARTNERS’ CAPITAL –100.0%*
          $ 407,320,245  
                 
*   Percentages are stated as a percent of partners’ capital
               
** Pledged under repurchase agreements (See Note 6)
               
^  Investment represents securities held or issued by related parties
               
     All investments are in the United States of America
               
 
 

 
(concluded)

 
The accompanying notes are an integral part of these financial statements.
 
 
 
4

 

PNMAC Mortgage Opportunity Fund, LP
Statement of Operations
For the Period from January 1, 2011 to June 30, 2011
(Unaudited)

                                                                                                                               
Investment income
     
  Interest income
  $ 8,114,015  
  Dividend income
    1,788,828  
  Other income
    391  
       Total investment income
    9,903,234  
Expenses:
       
  Investment advisory fees
    2,953,807  
  Interest expense
    1,080,499  
  Directors’ fees and expenses
    184,557  
  Professional expenses
    119,443  
  Insurance expense
    92,965  
  Custody fees
    12,281  
  Administration and other expenses
    242,320  
        Total expenses
    4,685,872  
         
        Net investment income
    5,217,362  
         
Net realized and unrealized gain on investments
       
  Net realized gain on investments
    1,135,699  
  Net unrealized gain on investments
    8,325,506  
  Net realized and unrealized gain on investments
    9,461,205  
       Net increase in partners’ capital resulting from operations
  $ 14,678,567  


 
The accompanying notes are an integral part of these financial statements.
 
 
 
5

 
 
PNMAC Mortgage Opportunity Fund, LP
Statements of Changes in Partners’ Capital
For the Period ended June 30, 2011 and
 
for the Years Ended December 31, 2010 and 2009
(Unaudited)

 
   
General
Partner
   
Limited
Partner
   
Total
 
Partners’ capital, December 31, 2008
  $ 985     $ 140,315,719     $ 140,316,704  
                         
Contributions
    -       98,639,331       98,639,331  
Distributions
    -       (23,114,980 )     (23,114,980 )
Increase (decrease) in partners’ capital  from operations:
                       
Net investment income
    170       23,605,278       23,605,448  
Net unrealized loss on investments
    (59 )     (8,449,452 )     (8,449,511 )
                         
Net increase in partners’ capital from operations
    111       15,155,826       15,155,937  
                         
Partners’ capital, December 31, 2009
    1,096       230,995,896       230,996,992  
                         
Contributions
    -       162,115,306       162,115,306  
Distributions
    -       (67,522,174 )     (67,522,174 )
Increase (decrease) in partners’ capital  from operations:
                       
Net investment income
    106       20,441,529       20,441,635  
Net realized gain on investments
    85       28,902,812       28,902,897  
Net unrealized gain on investments
    149       45,291,475       45,291,624  
Carried interest
    17,688,289       (17,688,289 )     -  
                         
Net increase in partners’ capital from operations
    17,688,629       76,947,527       94,636,156  
                         
Partners’ capital, December 31, 2010
  $ 17,689,725     $ 402,536,555     $ 420,226,280  
                         
Contributions
    -       -       -  
Distributions
    -       (27,584,602 )     (27,584,602 )
Increase (decrease) in partners’ capital  from operations:
                       
Net investment income
    29       5,217,333       5,217,362  
Net realized gain on investments
    4       1,135,695       1,135,699  
Net unrealized gain on investments
    30       8,325,476       8,325,506  
Carried interest
    4,510,553       (4,510,553 )     -  
                         
Net increase in partners’ capital from operations
    4,510,616       10,167,951       14,678,567  
                         
Partners’ capital, June 30, 2011
  $ 22,200,341     $ 385,119,904     $ 407,320,245  
                         
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
6

 
 
PNMAC Mortgage Opportunity Fund, LP
Statement of Cash Flows
 
For the Period Ended June 30, 2011
(Unaudited)


Cash flows from operating activities:
     
       
  Net increase in partners’ capital resulting from operations
  $ 14,678,567  
         
  Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash used in operating activities:
       
         
   Purchases of Mortgage Investments
    (152,468 )
   Proceeds from mortgage investments distributions
    13,494,764  
   Purchase of mortgage-backed securities
    (133,566,068 )
   Proceeds from sales and repayment of mortgage-backed securities
    76,469,226  
   Accrual of unearned discounts on mortgage-backed securities
    (6,148,031 )
   Net change in unrealized gain on investments
    (8,325,506 )
   Net realized gain on investments
    (1,135,699 )
Changes in assets and liabilities:
       
   Decrease in receivable from affiliate
    12,777,000  
   Net change in margin deposits
    (9,565,520 )
   Increase in interest receivable
    (299,104 )
   Net change in short-term investment
    (236,472 )
   Decrease in other assets
    76,575  
   Increase in payable to affiliate
    20,182  
   Decrease in interest payable
    (57,179 )
   Decrease in accrued expenses and other liabilities
    (285,665 )
         
   Net cash used in operating activities
    (42,255,398 )
         
Cash flows from financing activities:
       
         Sale of securities under agreements to repurchase
    117,910,000  
         Repayments of securities sold under agreements to repurchase
    (48,070,000 )
         Capital contributions
    -  
         Capital distributions
    (27,584,602 )
         
   Net cash provided by financing activities
    42,255,398  
 
       
Net increase in cash
    -  
         
Cash at beginning of year
    -  
Cash at end of year
  $ -  
         
Supplemental cash flow information
        Interest paid during the year
  $ 1,137,678  
        Noncash contribution of a mortgage-backed security to Mortgage Co.
  $ 2,842,056  
        Noncash distributions of a mortgage-backed security from Mortgage Co.
  $ 18,028,841  

 
The accompanying notes are an integral part of these financial statements.
 
 
 
7

 

PNMAC Mortgage Opportunity Fund, LP
Financial Highlights
 
For the Period Ended June 30, 2011 and
 
    for the Years Ended December 31, 2010, 2009, and for the period August 11, 2008    (commencement of operations) through December 31, 2008
(Unaudited)

 
SUPPLEMENTAL DATA AND RATIOS
                 
                   
For the period ended June 30, 2011
                 
   
Total
   
General
Partner(1)
   
Limited
Partner
 
Total return (2)
                 
     Before carried interest
    3.67 %     4.38 %     3.67 %
     Carried interest (3)
    -       307,174.34 %     (1.11 %)
     After carried interest
    3.67 %     307,178.72 %     2.56 %
Internal rate of return (4)
    15.75 %     3,110.50 %     13.05 %
Ratio of net investment income to weighted average partners’ capital (5)
    2.58 %     4.02 %     2.58 %
Ratio of expenses to weighted average partners’ capital (1) (5)
    (2.32 %)     (0.85 %)     (2.32 %)
Carried Interest
    -       307,174.34 %     (1.11 %)
Ratio of expenses and carried interest to weighted average partners’ capital
    (2.32 %)     307,173.49 %     (3.43 %)
                         
Partners’ capital, end of year
  $ 407,320,245     $ 22,200,341     $ 385,119,904  
Portfolio turnover rate
    2.49 %                
                         
 
For the year ended December 31, 2010
                 
   
Total
   
General
Partner(1)
   
Limited Partner
 
Total return (2)
                 
     Before carried interest
    29.05 %     30.97 %     29.05 %
     Carried interest (3)
    -       1,613,442.17 %     (4.89 %)
     After carried interest
    29.05 %     1,613,473.14 %     24.16 %
Internal rate of return (4)
    18.15 %     5,897.95 %     15.29 %
Ratio of net investment income to weighted average partners’ capital (5)
    5.51 %     8.27 %     5.51 %
Ratio of expenses to weighted average partners’ capital (1) (5)
    (2.36 %)     (0.76 %)     (2.36 %)
Carried Interest
    -       1,386,765.96 %     (4.77 %)
Ratio of expenses and carried interest to weighted average partners’ capital
    (2.36 %)     1,386,765.20 %     (7.13 %)
                         
Partners’ capital, end of year
  $ 420,226,280     $ 17,689,725     $ 402,536,555  
Portfolio turnover rate
    61.00 %                
                         
 
For the year ended December 31, 2009
                 
   
Total
   
General
Partner(1)
   
Limited Partner
 
Total return (2)
                 
     Before carried interest
    7.35 %     11.25 %     7.35 %
     Carried interest (3)
    -       -       -  
     After carried interest
    7.35 %     11.25 %     7.35 %
Internal rate of return (4)
    4.88 %     6.82 %     4.88 %
Ratio of net investment income to weighted average partners’ capital (5)
    12.63 %     16.51 %     12.63 %
Ratio of expenses to weighted average partners’ capital (1) (5)
    (4.21 %)     (1.03 %)     (4.21 %)
Carried Interest
    -       -       -  
Ratio of expenses and carried interest to weighted average partners’ capital
    (4.21 %)     (1.03 %)     (4.21 %)
Partners’ capital, end of year
  $ 230,996,992     $ 1,096     $ 230,995,896  
Portfolio turnover rate
    0.00 %                
                         
 
The accompanying notes are an integral part of these financial statements.
 
 
 
8

 

PNMAC Mortgage Opportunity Fund, LP
Financial Highlights
 
For the Period Ended June 30, 2011 and
 
    for the Years Ended December 31, 2010, 2009, and for the period August 11, 2008    (commencement of operations) through December 31, 2008
(Unaudited)

 
For the period from August 11, 2008 (commencement of operations) to December 31, 2008
       
   
Total
   
General
Partner(1)
   
Limited
Partner
 
Total return (2) (6)
                 
     Before carried interest
    (3.53 % )     (1.46 % )     (3.53 % )
     Carried interest (3)
    -       -       -  
     After carried interest
    (3.53 % )     (1.46 % )     (3.53 % )
Internal rate of return (4)
    (9.68 % )     (3.70 % )     (9.68 % )
Ratio of net investment income to weighted average partners’
capital (5)
    5.07 %     10.40 %     5.07 %
Ratio of expenses to weighted average partners’ capital (1) (5)
    (6.88 % )     (2.10 % )     (6.88 % )
Carried Interest
    -       -       -  
Ratio of expenses and carried interest to weighted average partners’ capital
    (6.88 % )     (2.10 % )     (6.88 % )
Partners’ capital, end of period
  $ 140,316,704     $ 985     $ 140,315,719  
Portfolio turnover rate (6)
    0.00 %                
                         
                         
 
(1)    In accordance with the Partnership Agreement, not all expenses are allocated to the General Partner (see Note 8).
 
(2)   Total return is calculated for each partner class taken as a whole.  An investor’s return may vary from these returns based on different fee arrangements (as applicable) and the timing of capital transactions.
 
(3)   The carried interest is allocated (and subsequently distributed) by the Master Fund to the General Partner as allocable shares of the
         Master Fund’s gains.
 
(4)   Internal rate of return is computed based on the actual dates of the cash inflows (capital contributions), outflows (distributions) with the exception of distributions declared but not paid net of carried interest on a life-to date basis.
 
(5)   Annualized.
 
(6)   Not annualized.
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
9

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)


 
Note 1—Organization
PNMAC Mortgage Opportunity Fund, LP (the “Master Fund”) is a limited liability partnership organized under the laws of the state of Delaware.  The Master Fund is registered under the Investment Company Act of 1940, as amended.  Interests in the Master Fund were issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the Securities Act of 1933, as amended.  The investment objective of the Master Fund is to achieve attractive total returns by capitalizing on dislocations in the mortgage market through opportunistic investments primarily in U.S. residential mortgages and related assets, instruments, and entities.

The Master Fund is managed by PNMAC Capital Management, LLC (the “Investment Manager”).  The Investment Manager is a registered investment adviser with the Securities and Exchange Commission (“SEC”).  The general partner of the Master Fund is PNMAC Opportunity Fund Associates, LLC (the “General Partner”), a Delaware limited liability company.  Both the Investment Manager and General Partner are controlled subsidiaries of Private National Mortgage Acceptance Company, LLC.

The Master Fund operates as a master fund in a master-feeder fund structure.  The Master Fund acts as a central investment mechanism for (i) PNMAC Mortgage Opportunity Fund, LLC (the “Fund” or “Limited Partner”) and (ii) the General Partner.  The Fund owned 99.99% of the Master Fund at June 30, 2011 and is the sole limited partner.  The General Partner has the exclusive right to conduct the operations of the Master Fund.

The Master Fund conducts its operations through investments in mortgage-backed securities, PNMAC Mortgage Co., LLC, PNMAC Mortgage Co. Funding, LLC and PNMAC Mortgage Co (FI), LLC (collectively, the “Mortgage Investments”).

·  
PNMAC Mortgage Co., LLC is a wholly owned limited liability company.  PNMAC Mortgage Co., LLC acquires, holds and works out distressed U.S. residential mortgages.
·  
PNMAC Mortgage Co. Funding, LLC is a wholly owned limited liability company.  PNMAC Mortgage Co. Funding, LLC acquires, holds and works out distressed U.S. residential mortgages, and owns mortgage-backed securities resulting from securitization of such mortgage loans.
·  
PNMAC Mortgage Co (FI), LLC is an investment company that was formed to pool investor capital and take an interest in the proceeds of FNBN I, LLC (“FNBN”).  FNBN is a limited liability company formed to own a pool of residential loans in partnership with the Federal Deposit Insurance Corporation (the “FDIC”).  The pool of residential loans had an unpaid principal balance totaling $558 million at the inception of FNBN.  The FDIC owns a substantial participation interest in the proceeds of the loans held by FNBN that depends on the amount of proceeds collected; the remaining share is owned by PNMAC Mortgage Co (FI), LLC.

As market conditions permit, PNMAC Mortgage Co., LLC may transfer the mortgage loans it owns to the Master Fund to be securitized for financing purposes or sale.  The Master Fund may hold interests in pools of such securitized mortgages and invests directly in other mortgage-related investment securities.

At June 30, 2011, the Master Fund owned ­­­­100% of PNMAC Mortgage Co., LLC, 69.3% of PNMAC Mortgage Co (FI), LLC, and 100% of PNMAC Mortgage Co. Funding, LLC.

The Master Fund began operations on August 11, 2008 and will continue in existence through December 31, 2016, subject to three one-year extensions by the Investment Manager at its discretion, in accordance with the terms of the Limited Partnership Agreement governing the Master Fund.
 
 
 
10

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
Note 2—Significant Accounting Policies
The Master Fund prepares its financial statements in accordance with accounting principles generally accepted in The United States of America (“U.S. GAAP”).  The Master Fund reports its investments in the Mortgage Investments in accordance with the Special Rules of General Application to Registered Investment Companies

topic of the Codification as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (the “Codification”) and the AICPA Audit and Accounting Guide: Investment Companies.  These rules do not permit the Master Fund to consolidate its ownership interest in such investments.  Following are the significant accounting policies adopted by the Master Fund:

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.

Fair Value
The Fund carries its investments at their estimated fair values with changes in fair value recognized in current period results of operations. The Fund applies the hierarchy described in the Fair Value Measurements and Disclosures topic of the Codification, which prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active market for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.
 
Each financial instrument’s level assignment within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement for that particular instrument.  The three levels of the hierarchy are described below:
 
Level 1 – Quoted prices in active market for identical securities.
 
Level 2 – Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayments speeds, credit risk and others.
 
Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.  Unobservable inputs reflect The Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.
 
Changes in valuation techniques may also result in transfer in or out of an investment’s assigned level within the hierarchy.
 
Most of the Fund’s assets are not actively traded and are considered illiquid.  As a result, estimating the assets’ fair values is subject to uncertainties regarding the assumptions market participants would use to value the assets.  Due to the inherent uncertainty of estimating fair values for assets that are not actively traded, the estimated fair value of the Fund’s investments may differ significantly from the value that may be realized if the Fund is liquidated and this difference could be material.
 
 
 
11

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)


Short-term Investment
Short-term investment represents an investment in money market funds are valued at the number of shares multiplied by the value per share published by the manager of the money market funds on the valuation date.  Accordingly fund manager classifies the short-term investment as a “Level 1” financial statement item.  Fair value of such funds also include assessment of liquidity and credit risk, including lockout provisions, if any, related to these funds.

Mortgage-Backed Securities
Mortgage-backed securities transactions are recorded on the trade-date basis. Changes in fair value are recognized in current period results of operations. Mortgage-backed securities are valued using broker indications of value.  The estimates of value are evaluated by the Investment Manager’s Capital Markets staff and are reviewed and approved by its senior management Valuation Committee.  The Investment Manager’s review is for the purpose of evaluating the reasonableness of the brokers’ valuations.  The Investment Manager’s evaluations of broker indications of value may result in the broker modifying its indications of value.  However, the Investment Manager does not intend to independently adjust the brokers’ indications of value.   Accordingly, Fund management classifies the fair value measurements it develops for Mortgage-Backed Securities as “Level 3” financial statement items.

Mortgage Investments
Mortgage Investments have been estimated by management in the absence of readily determinable fair values. These Mortgage Investments are valued based on the proportionate share of the discounted cash-flow projections of the underlying assets and liabilities of FNBN I, LLC, PNMAC Mortgage Co., LLC, and PNMAC Mortgage Co. Funding, LLC (“Mortgage Companies”) given that the loans or loan participation interest held by the Mortgage Companies, including related concentration risks, represent substantially all of the net asset value held by these entities.

The Mortgage Companies value their investments in mortgage loans based on whether they are committed to be sold.  Loans which are committed to be sold are valued at their quoted market price or market price equivalent. Mortgage loans that are not committed to be sold are recorded at their estimated fair value, which is approximated using a discounted cash flow valuation model.  Inputs to the model include current interest rates, loan amount, payment status, property type, forecasts of future interest rates, home prices, prepayment speeds, defaults and loss severities.  Accordingly, the Fund’s Manager classifies the Mortgage Investments as “Level 3” financial statement items.  The estimates of value are evaluated by our Manager’s Capital Markets staff and are reviewed and approved by its senior management Valuation Committee.  Changes in the estimated fair value of mortgage loans are recognized in current period results of operations.  All changes in fair value, including changes arising from the passage of time, are recognized as a component of change in fair value of investments.

PNMAC Mortgage Co (FI), LLC’s operating agreement with the FDIC governing its investment in FNBN limits PNMAC Mortgage Co (FI), LLC’s ability to transfer any of its rights or interests in FNBN.  PNMAC Mortgage Co (FI), LLC may only transfer all or any part of its interest or rights if (i) the transferee is a qualified transferee and (ii) it first obtains prior written consent of the FDIC.  The contract specifies that the consent shall not be unreasonably withheld, delayed or conditioned, if the transferee is a qualified transferee.

Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase represent the discounted value of the borrowings using the rate required to finance such borrowings as of period end.  Accordingly, the Fund’s Manager has classified securities sold under agreements to repurchase as “Level 3” financial instruments.

 
 
 
12

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
Interest Income
Interest income is accrued as earned.  Unamortized premiums and unearned discounts are amortized and accrued to interest income as an adjustment of the instruments’ yields using the interest method.  Yields are estimated using market prepayment expectations for similar assets.

Dividend Income
Dividend income is recorded on the ex-dividend date or, using reasonable diligence, when known to the Master Fund.

Expenses
The Master Fund is charged for those expenses that are directly attributable to it, such as, but not limited to, advisory and custody fees.  Expenses that are not directly attributable to the Master Fund are generally allocated among the entities in proportion to their respective capital commitments.  All general and administrative expenses are recognized on the accrual basis of accounting.

Income Taxes
The Master Fund has elected to be treated as a partnership for federal income tax purposes.  Each partner is responsible for the tax liability or benefit relating to such partner’s distributive share of taxable income or loss.  Accordingly, no provision for federal income taxes is reflected in the accompanying financial statements.

Management’s assessment of the requirement to provide for income taxes also includes an assessment of the liability arising from uncertain income tax positions.  Management has concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken on the tax return for the fiscal year ended December 31, 2010 or expected to be taken on the tax returns for the fiscal year ended December 31, 2011.  The Master Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.  In developing its conclusion, management of the Master Fund has analyzed all tax years that are open for examination by the relevant income taxing authority. As of June 30, 2011, open Federal and state income tax years include the tax year ended December 31, 2010 through 2008.  The Master Fund has no examination in progress.
 
If applicable, the Master Fund will recognize interest accrued related to unrecognized tax benefits in “interest expense” and penalties in “other expenses” on the statement of operations.

No distributions will be made by the Master Fund to cover any taxes due on Limited Partners’ investments in the Master Fund.  Investors may not redeem capital from the Master Fund, and they must have other sources of capital available to them in order to pay such taxes.

Partners’ Capital
Net profits or net losses of the Master Fund for each month are allocated to the capital accounts of partners as of the last day of each month in accordance with partners’ respective investment ownership percentages of the Master Fund.  Net profits or net losses are measured as the net change in the value of the partners’ capital of the Master Fund during the fiscal period, before giving effect to any repurchases of interest in the Master Fund, and excluding the amount of any items to be allocated to the capital accounts of the partners of the Master Fund, other than in accordance with the partners’ respective investment ownership percentages.

Capital Distributions and Carried Interest
Distributions are made in accordance with the following distribution priorities but may be recalled by the Master Fund for purposes of making new investments until December 31, 2011.  Following is a summary of capital distribution priorities:
 
 
 
13

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
1.  
First, 100% to such Limited Partner until such Limited Partner has received 100% of such Limited Partner’s capital contributions (irrespective of whether such capital contributions were used to make investment, pay management fees and expenses or any other purpose);
2.  
Second, 100% to such Limited Partner, until such Limited Partner has received a preferred return on the amounts described in (1) above calculated at a rate of 8%, compounded annually;
3.  
Third, 100% to the General Partner until the General Partner has received an amount equal to 20% of the profits distributed to the Limited Partner pursuant to (2) above; and
4.  
Thereafter, (i) 80% to such Limited Partner and (ii) 20% to the General Partner (the “Carried Interest”).

The Carried Interest is allocated (and subsequently distributed) by the Master Fund to the General Partner as allocable shares of the Master Fund’s gains.

Indemnifications
Under the Master Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund.  In addition, in the normal course of business, the Master Fund may enter into contracts that provide general indemnification to other parties.  The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred, and may not occur.  However, the Master Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2011-04 to the Fair Value Measurements topic of the Codification. ASU 2011-04 eliminates unnecessary wording differences between U.S. GAAP and International Financial Reporting Standards, expands the disclosure requirements of the Fair Value Measurements and Disclosure topic of the Codification for fair value measurements and makes other amendments, including:
 
·  
limiting the highest-and-best-use valuation-premise concepts only to measuring the fair value  of nonfinancial assets;
 
·  
permitting an exception to fair value measurement principles for financial assets and financial liabilities (and derivatives) with offsetting positions in market risks or counterparty credit risk when several criteria are met. When the criteria are met, an entity can measure the fair value of the net risk position;
 
·  
clarifying that premiums or discounts that reflect size as a characteristic of the reporting entity’s holding rather than as a characteristic of the asset or liability (for example, a control premium when measuring the fair value of a controlling interest) are not permitted in a fair value measurement; and
 
·  
prescribing a model for measuring the fair value of an instrument classified in shareholders’ equity; this model is consistent with the guidance on measuring the fair value of liabilities.
 
ASU 2011-04 expands the Fair Value Measurements topic’s disclosure requirements, particularly for fair value measurements categorized in Level 3 of the fair value hierarchy: (1) a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, (2) a description of the valuation processes in place (e.g., how the entity decides its valuation policies and procedures, as well as changes in its analyses of fair value measurements, from period to period), and (3) a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs.
 
 
 
14

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)


ASU 2011-04 is applicable to the Master Fund for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a material effect on the Master Fund’s financial statements.

Note 3—Fair Value of Investments

   
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets
                       
   Short-term investment
$ 7,925,738     $ 7,925,738     $ -     $ -  
   Mortgage-backed securities
  240,882,942       -       -       240,882,942  
   PNMAC Mortgage Co., LLC
  177,343,792       -       -       177,343,792  
   PNMAC Mortgage Co. Funding, LLC
  111,481,675       -       -       111,481,675  
   PNMAC Mortgage Co (FI), LLC
  34,783,874       -       -       34,783,874  
Total assets
  572,418,021       7,925,738        -       564,492,283  
                                 
Liabilities
                               
   Securities sold under agreements to repurchase
  173,991,000       -       -       173,991,000  
    $ 173,991,000     $ -     $ -     $ 173,991,000  
 
 
 
15

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
Following is a summary of financial statement items that are measured at estimated fair value on a recurring basis for the period ended June 30, 2011:

The following table presents a roll forward of the assets for which Level 3 inputs were used to determine value for the period ended June 30, 2011:
 
   
Mortgage-backed securities
   
PNMAC Mortgage Co., LLC
   
PNMAC Mortgage Co. Funding, LLC
   
PNMAC Mortgage Co
(FI), LLC
   
Total
 
Assets
                             
Balance at December 31, 2010
  $ 167,449,593     $ 195,225,182     $ 107,295,465     $ 35,158,261     $ 505,128,501  
Purchases
    133,566,068       -       -       152,468       133,718,536  
Non-cash distributions received from PNMAC Mortgage Co.
    18,028,841       (18,028,841 )                     20,870,897  
Repayments
    (76,469,226 )     -       -       -       (76,469,226 )
Sales
    -       (13,071,764 )     (423,000 )     -       (13,494,764 )
Non-cash contributions made to PNMAC Mortgage Co.
    (2,842,056 )     2,842,056                          
Accretion of discount
    6,148,031       -       -       -       6,148,031  
Changes in fair value*
    (4,998,308 )     10,377,159       4,609,210       (526,855 )     9,461,205  
Balance at June 30, 2011
  $ 240,882,942     $ 177,343,792     $ 111,481,675     $ 34,783,874     $ 564,492,283  
                                         
Changes in fair value recognized during the period relating to assets still held at June 30, 2011
  $ (6,134,008 )   $ 10,377,159     $ 4,609,210     $ (526,855 )   $ 8,325,506  
                                         
 
   
Securities Sold Under Agreements
to Repurchase
   
Liabilities
       
 Balance at December 31, 2010
$ 104,151,000    
 Sales
    117,910,000    
 Repurchases
    (48,070,000 )  
 Balance at June 30, 2011
$ 173,991,000    
           
 
    *Fair value changes as a result of changes in instrument-specific credit risk relating to mortgage loans held by the Mortgage
      Investments totaled $7,893,589 the period ended June 30, 2011.

The information used in the above reconciliation represents activity for any investments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period.  Transfer in or out of Level 3 represents either the beginning value (for transfer in), or the ending value (for transfer out) of any investments where a change in the pricing level occurred from the beginning to the end of the period.
 
 
 
16

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)


Note 4—Mortgage Companies

   
PNMAC
Mortgage Co, LLC
   
PNMAC
Mortgage Co
Funding, LLC
   
PNMAC
Mortgage Co (FI), LLC
 
     Short-term investment, at fair value
  $ 20,999,914     $ 4,397,455     $ 589  
     Mortgage loans at fair value
    191,517,975       152,273,133       47,045,134  
     Real estate acquired in settlement of loans at fair value
    25,757,313       15,500,616       3,217,675  
     Other assets
    21,678,467       11,449,206       -  
              Total assets
    259,953,669       183,620,410       50,263,398  
                         
     Collateralized borrowings
    78,400,640       71,541,823       -  
     Other liabilities
    4,209,237       596,913       67,713  
              Total liabilities
    82,609,877       72,138,736       67,713  
                         
             Members’ equity
  $ 177,343,792     $ 111,481,675     $ 50,195,685  
                         
     Master Fund's investment in Mortgage Investments at
              June 30, 2011
  $ 177,343,792     $ 111,481,675     $ 34,783,874  
 
Following is a summary of the condensed balance sheet of the Master Fund’s investments in PNMAC Mortgage Co., LLC, PNMAC Mortgage Co. Funding, LLC, and PNMAC Mortgage Co (FI), LLC as of June 30, 2011:


Following is a summary of distributions from the Mortgage Companies for the year ended June 30, 2011:
 
   
Dividends
   
Return of Capital
   
Distributions-in-Kind*
   
Total Distributions
 
PNMAC Mortgage Co., LLC
  $ -     $ 13,071,764     $ 18,028,841     $ 31,100,605  
PNMAC Mortgage Co Funding, LLC
    -       423,000       -       423,000  
PNMAC Mortgage Co (FI), LLC
    1,788,828       -       -       1,788,828  
    $ 1,788,828     $ 13,494,764     $ 18,028,841     $ 33,312,433  
                                 

*See “Note 10- Transactions with Affiliates” for further information on Distributions-In-Kind



 
17

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
Concentrations of Credit Risk
The Mortgage Companies have assumed a concentration of credit risk in connection with their investments in mortgage-backed securities, mortgage loans and real estate acquired in settlement of loans.
 
The following is a summary of the distribution of mortgage loans, for which the Master Fund has an equity interest, included in the Mortgage Companies’ portfolios as measured by fair value at June 30, 2011:
Loan Type
 
Fair Value
   
% Partners’ Capital
   
Average Note Rate
 
ARM/Hybrid1
  $ 212,354,573       55.27 %     6.11 %
Fixed
    139,446,164       36.29 %     6.35 %
Balloon
    5,615,866       1.46 %     9.98 %
Step Rate
    13,863,171       3.61 %     2.70 %
Other
    174,146       0.05 %     7.83 %
    $ 371,453,919       96.67 %     6.11 %
                         
Lien Position
 
Fair Value
   
% Partners’ Capital
   
Average Note Rate
 
1st lien
  $ 369,159,586       96.08 %     6.00 %
2nd lien
    2,294,333       0.60 %     8.44 %
Total Portfolio
  $ 371,453,919       96.67 %     6.11 %
                         
 
Loan Age1
 
Fair Value
   
% Partners’ Capital
   
Average Note Rate
 
Less than 24 months
  $ 2,079,559       0.54 %     3.64 %
24 - 36 months
    5,518,517       1.44 %     5.78 %
36 - 48 months
    94,654,194       24.63 %     6.66 %
48 - 60 months
    169,158,719       44.02 %     6.01 %
60 months and greater
    100,042,930       26.04 %     5.83 %
Total Portfolio
  $ 371,453,919       96.67 %     6.11 %
                         
 
Current Loan-to-Value2
 
Fair Value
   
% Partners’ Capital
   
Average Note Rate
 
Less than 80%
  $ 26,853,887       6.99 %     6.54 %
80% - 99.99%
   
48,387,210
      12.59 %     6.44 %
100% - 119.99%
   
71,126,434
      18.51 %     6.18 %
120% or Greater
   
225,086,388
      58.58 %     6.05 %
Total Portfolio
  $ 371,453,919       96.67 %     6.11 %
                         
 
 
 
18

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
Payment Status
 
Fair Value
   
% Partners’ Capital
   
Average Note Rate
 
Current3
  $ 116,529,884       30.33 %     5.16 %
30 days delinquent
    22,471,597       5.85 %     5.19 %
60 days delinquent
    10,793,056       2.81 %     5.39 %
90 days or more delinquent
    75,084,345       19.54 %     6.70 %
In Foreclosure4
    146,575,037       38.15 %     6.75 %
Total Portfolio
  $ 371,453,919       96.67 %     6.11 %
                         
 
1 Loan Age reflects the age of the loan as of June 30, 2011.
2 Current Loan-to-Value measures the ratio of the current balance of the loan and all superior liens (“Loan”) to the estimate of the value of   the property securing the liens (“Value”) as of June 30, 2011.
3 Current loans include loans in and adhering to a forbearance plan as of June 30, 2011.
4 Loans “In Foreclosure” include loans for which foreclosure proceedings had begun, but for which ownership had not yet been transferred as of June 30, 2011.  This category does not include real estate acquired in settlement of loans.

Following is a summary of the distribution of real estate acquired in settlement of loans:

Geographic Distribution
 
Fair Value
   
% Partners’ Capital
 
California
  $ 13,318,501       3.47 %
Florida
    5,876,174       1.53 %
Arizona
    3,642,848       0.95 %
Colorado
    2,316,900       0.60 %
Illinois
    2,013,300       0.52 %
Other
    18,637,727       4.85 %
Total Portfolio
  $ 45,805,449       11.92 %


Through their mortgage servicing agreements with PennyMac Loan Services, LLC, the Mortgage Companies proactively work with borrowers to perform loan servicing and loss mitigation activities in order to maximize returns and minimize credit losses.  Such activities include foreclosure avoidance activities such as short sales and deeds in lieu of foreclosure, and the development of loan modification programs and workout options that have the highest probability of successful resolution for both borrowers and the Mortgage Companies.

Note 5 – Mortgage-Backed Securities
 
Following is a summary of mortgage-backed securities held by the Master Fund as of June 30, 2011:

   
Total
   
% Partners’ Capital
 
Security collateral type:
           
Sub-prime
    240,882,942       59.14 %
    $ 240,882,942       59.14 %
 
Mortgage backed securities with an estimated fair value of $200,139,862 are pledged to secure securities sold under agreements to repurchase as of June 30, 2011.
 
 
 
19

 
 
PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
Note 6 – Securities Sold Under Agreements to Repurchase
During the period ended June 30, 2011, the Master Fund entered into short-term financing arrangements to sell certain of its investment securities under agreements to repurchase (“repurchase agreements”).  The repurchase agreements are collateralized by certain of the Master Fund’s mortgage-backed securities.  All securities underlying repurchase agreements are delivered to the counterparty during the period they are outstanding.  All agreements are to repurchase the same or substantially identical securities.

Financial data pertaining to securities sold under agreements to repurchase were as follows for the period ended June 30, 2011:

Weighted-average interest rate at end of period
    1.27 %
Weighted-average interest rate during the period
    1.26 %
Average balance of securities sold under agreements to repurchase
  $ 12,667,177  
Maximum daily amount outstanding
  $ 174,047,000  
Total interest expense
  $ 1,080,499  
Fair value of MBS securing agreements to repurchase at period-end
  $ 200,139,862  
 
Scheduled maturities of securities sold under agreements to repurchase were as follows for the period ended
June 30, 2011:

   
Amount
   
Interest Rate
 
Due within 30 days
  $ 151,266,000       0.94 %
After 30 days but within 90 days
    22,725,000       3.50 %
After 90 days but within 180 days
    -       -  
After 180 days but within one year
    -       -  
Total securities sold under agreements to repurchase
  $ 173,991,000    
0.94% to 3.50%
 
 
The Master Fund’s loans sold under agreements to repurchase are summarized by counterparty below as of
June 30, 2011:

Counterparty
 
Amount at
risk
 
Weighted-average
maturity
Citigroup
  $ 12,163,429  
September 19, 2011
Wells Fargo
  $ 21,158,259  
July 27, 2011

The Company is subject to margin calls during the period the agreements are outstanding and therefore may be required to repay a portion of the borrowings before the respective agreements mature if the value of the MBS or mortgage loans securing those agreements decreases.

Note 7—Investment Transactions
For the period ended June 30, 2011, the Master Fund purchased investments for $133,718,537, comprised of $133,566,068 of mortgage-backed securities and $152,469 of additional contributions to PNMAC Mortgage Co (FI), LLC.
 
 
 
20

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)

 
Note 8—Investment Advisory, Administration and Custodian Fees
The Master Fund entered into an Investment Management Agreement with PNMAC Capital Management, LLC.  Under the terms of the agreement, the Master Fund will pay the Investment Manager a fee equal to an annual rate of 1.5% on capital commitments until December 31, 2011, and thereafter a fee equal to an annual rate of 1.5% of the Master Fund’s net asset value so long as the fee does not exceed 1.5% of the aggregate capital contributions to the Master Fund.  The General Partner is not charged a management fee.  The only expenses charged to the General Partner are those specifically relating to it. Investment advisory fees for the period ended June 30, 2011 were $2,953,807.  Of this amount, $1,476,903 was payable to the Investment Manager at period-end.

The Master Fund has engaged U.S. Bancorp Fund Services, LLC to serve as the Master Fund's administrator, fund accountant, transfer agent, and dividend paying agent. The Master Fund pays the administrator a monthly fee computed at an annual rate of 0.04% of the first $1,000,000,000 of the Master Fund's total monthly net assets, 0.03% on the next $1,000,000,000 of the Master Fund's total monthly net assets, and 0.02% on the balance of the Master Fund's total monthly net assets subject to an annual minimum fee of $180,000.  The administration expense for the period ended June 30, 2011 was $89,260.

The Master Fund and an affiliated fund have engaged U.S. Bank, N.A. to provide mortgage loan accounting for the mortgage loans held in the mortgage subsidiary.  The mortgage subsidiary and an affiliated fund pay U.S. Bank, N.A. a monthly fee computed at an annual rate of 0.9% of assets subject to an annual minimum fee of $20,000. The loan accounting fee charged to the Master Fund through the mortgage subsidiary for the period ended June 30, 2011 was $6,050.
 
U.S. Bank, N.A. serves as the Master Fund's custodian. The Master Fund pays the custodian a monthly fee computed at an annual rate of 0.01% on the Master Fund's average daily market value as well as the mortgage subsidiary’s average daily market value subject to an annual minimum fee of $4,800.  Custodian fees charged to the Master Fund for the period ended June 30, 2011 were $12,281.

Note 9—Directors and Officers
The Master Fund’s board of directors has overall responsibility for monitoring and overseeing the investment program of the Master Fund and its management and operations.  The Fund and Master Fund share the same board of directors.  All directors’ fees and expenses are paid by the Master Fund.  The independent directors are each paid an annual retainer of $60,000 and a fee per meeting of the board of directors of $2,000 for each regular meeting and $1,000 for each telephonic meeting, subject to a cap of $15,000 per year for all telephonic meetings, plus reasonable out-of-pocket expenses.  Directors are reimbursed by the Master Fund for their travel expenses related to board meetings.  The total directors fees and expenses incurred for the period ended June 30, 2011 were $184,557. Of this amount, $82,819 was payable at period-end.

One of the directors is an officer of the advisor and the Master Fund and receives no compensation from the Master Fund for serving as a Director.

Certain officers of the Master Fund are affiliated with the Investment Manager. Such officers receive no compensation from the Master Fund for serving in their respective roles.

 
 
 
21

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)


Note 10—Transactions with Affiliates
As of June 30, 2011, the payable to affiliate of $58,478 represents funds owed to PennyMac Loan Services, LLC for excess principal and interest received on the SWDNSI investment. The Investment Manager is a wholly owned subsidiary of Private National Mortgage Acceptance Company, LLC.

The Master Fund received distributions-in-kind from their investment in PNMAC Mortgage Co., LLC in the net amount of $15,186,785 which were held as a mortgage backed security as of June 30, 2011.

During the period ended June 30, 2011, the Master Fund received dividends from their investment in PNMAC PNMAC Mortgage Co. F(I), LLC of $1,788,828, and return of capital distributions from PNMAC Mortgage Co., LLC and PNMAC Mortgage Co Funding, LLC of $13,071,764 and $423,000, respectively.

As of June 30, 2011, $22,199,182 in carried interest has been accrued and reallocated from the limited partners’ capital account to the general partner’s capital account (as described in Note 2).

The Master Fund incurred management fees of $2,953,807 during the period ended June 30, 2011, of which $1,476,903 was payable to PNMAC Capital Management, LLC at period-end.

PennyMac Loan Services, LLC acts as the principal mortgage servicer for all mortgages owned by the Mortgage Companies.  PennyMac Loan Services, LLC is a controlled subsidiary of Private National Mortgage Acceptance Company, LLC.

The Master Fund’s short-term investment, the BlackRock Liquidity Funds: TempFund Institutional Shares, is managed by BlackRock Institutional Management Corporation which is a wholly owned subsidiary of BlackRock, Inc.  BlackRock Inc. is an affiliate of the Master Fund.  For the period ended June 30, 2011, the Master Fund received $5,421 of dividend income from this short-term investment.

Note 11—Risk Factors
The Master Fund’s investment activities expose it to the various types of risk, which are associated with the financial instruments and markets in which it invests.

Investments in mortgage-backed securities and mortgage loans have exposure to certain degrees of risk, including interest rate, market risk, and the potential non-payment of principal and interest, including default or bankruptcy of the issuer or the intermediary in the case of a participation. Mortgage-backed securities and mortgage loans are subject to prepayment risk, which will affect the maturity of such investments.

Investments in real estate acquired in settlement of loans are subject to various risk factors.  Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located as well as the availability of similar properties in the immediate area.  Real estate investment performance is also subject to the success that a particular property manager has in managing the property.

The Master Fund is indirectly subject to interest rate risk.  Interest rate risk is the risk that investment in loans held by the Mortgage Investments will decline in value because of changes in market interest rates.  Investments in mortgage loans with long-term maturities may experience significant price declines if long-term interest rates increase.
 
 
 
22

 

PNMAC Mortgage Opportunity Fund, LP
Notes to Financial Statements
As of and For the Period Ended June 30, 2011
(Unaudited)


Market risk represents the potential loss in value of financial instruments caused by movements in market factors including, but not limited to, market liquidity, investor sentiment, interest and foreign exchange rates.  The Master Fund’s portfolio includes certain investments that are generally illiquid and have a greater amount of market risk than more liquid investments.  These investments may trade in limited markets or have restrictions on resale or  transfer and may not be able to be liquidated on demand if needed.  The value assigned to these investments may differ significantly from the values that would have been used had a ready market existed and such differences could be material to the financial statements.

Adverse changes in economic conditions are more likely to lead to a weakened capacity of borrowers to make principal payments and interest payments.  An economic downturn could severely affect the ability of highly  leveraged borrowers to service their debt obligations or to repay their obligations.  Under adverse market or economic conditions, the secondary market could contract further as well, increasing the illiquid nature of the loans.  As a result, the Mortgage Investments could find it more difficult to sell loans or may be able to sell only at prices lower than if such investments were widely traded.

An investment in the Master Fund is subject to investment risk, including the possible loss of the entire principal invested.  An investment in the Master Fund represents an indirect investment in the loans held by the Mortgage Companies.  The value, like other market investments, may move up or down, sometimes rapidly and unpredictably.  An investment in the Master Fund at any point in time may be worth less than the original investment.  Investment values can fluctuate for several reasons including the general condition of the mortgage market or when political or economic events affecting the issuers occur.

As part of its investment strategy, the Master Fund may utilize borrowings.  Master Fund investments may also use borrowings in the ordinary course of their operations.  The use of borrowings may materially affect the operations of the Master Fund or its investment and thus its ultimate value.  Financing may not always be available on acceptable terms, in the necessary amounts, or for the period needed.  This could have a material negative impact on the performance of the Master Fund.

The Master Fund clears substantially all of its investment purchases and sales and maintains substantially all of its investments and cash positions at U.S. Bank, N.A.  Credit risk is measured by the loss the Master Fund would record if U.S. Bank, N.A. failed to perform pursuant to terms of their obligations.

Due to the nature of the master fund/feeder fund structure, the Master Fund could be materially affected by subscription or redemption activity.

In light of financial market events that occurred in 2009 and 2008 and the United States government’s involvement in supporting the financial markets, it is reasonably possible that the investment management industry will be subject to future regulation.  The impact of potential regulation may have a negative impact on the ability to unwind the investments of the Master Fund and Mortgage Investments, but such impact is not quantifiable.

Note 12—Subsequent Events
Management has evaluated all events or transactions through August 31, 2011, the date the Master Fund issued these financial statements. During this period, the Master Fund received dividends from a related party in the amount of $892,138, and made distributions to its limited partners of $1,092,301.
 
 
****
 
 
 
23

 
 
PNMAC Mortgage Opportunity Fund, LP
Additional Information
(Unaudited)

 
Form N-Q
The Master Fund files its complete schedule of portfolio holdings for the first, second and third quarters of each fiscal year with the SEC on Form N-Q.  The Master Fund’s Form N-Q is available without charge by visiting the SEC’s Web site at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C.  You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.

Proxy Voting
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities owned by the Master Fund and information regarding how the Master Fund voted proxies relating to the portfolio of securities are available to stockholders (i) without charge, upon request by calling the Master Fund collect at (818) 224-7442; and (ii) on the SEC’s Web site at www.sec.gov.

Board of Directors
The Master Fund’s Form N-2 includes additional information about the Master Fund’s directors and is available upon request without charge by calling the Master Fund collect at (818) 224-7442 or by visiting the SEC’s Web site at www.sec.gov.

Forward-Looking Statements
This report contains “forward-looking statements,'' which are based on current management expectations. Actual future results, however, may prove to be different from expectations. You can identify forward-looking statements by words such as “may,'' “will,'' “believe,'' “attempt,'' “seem,'' “think,'' “ought,'' “try,'' and other similar terms. The Master Fund cannot promise future returns. Management’s opinions are a reflection of its best judgment at the time this report is compiled, and it disclaims any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.

Approval of Investment Management Agreement
On May 23-24, 2011, the Board of Directors of the Master Fund and the Fund (collectively, the “Funds”), including the “non-interested” Directors (the “Independent Directors”), met in person and voted to approve the continuance of the Investment Management Agreements (including the portion’s of the Master Fund’s partnership agreement referred to therein) with the Investment Manager for an additional year.
 
In considering whether to recommend approval of the Investment Management Agreements, the Independent Directors reviewed materials provided by the Investment Manager and counsel to the Independent Directors. The Independent Directors also met with senior personnel of the Investment Manager and discussed a number of topics affecting their determination, including the following.
 
(i) The nature, extent, and quality of services expected to be provided by the Investment Manager. The Independent Directors reviewed the services that the Investment Manager provided to the Funds since inception in August 2008 and are expected to continue to provide to the Funds.  In addition, the Independent Directors considered the size, education, background, and experience of the Investment Manager’s staff, including the mortgage finance and capital markets experience of the Investment Manager’s senior management team.  Lastly, the Independent Directors reviewed the Investment Manager’s ability to attract and retain quality and experienced personnel.  The Independent Directors concluded that the scope of services provided since inception and expected to be provided by the Investment Manager to the Funds, and the experience and expertise of the personnel performing such services, was consistent with the nature, extent, and quality expected of an investment adviser of investment vehicles such as the Funds.
 
 
 
24

 
 
PNMAC Mortgage Opportunity Fund, LP
Additional Information
(Unaudited)

 
(ii) The investment performance of the Funds and the Investment Manager.  The Independent Directors received information about the performance of the Funds and the Investment Manager in managing the Fund.  The Directors also received performance information regarding the Funds compared to certain indexes, benchmarks, and/or registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs.
 
(iii) Cost of the services to be provided and profits to be realized by the Investment Manager and its affiliates from the relationship with the Funds.  The Independent Directors considered the estimated cost of the services provided by the Investment Manager.  As part of their analysis, the Independent Directors gave substantial consideration to the compensation payable to the Investment Manager.  The Independent Directors noted that the compensation terms would remain the same.  In reviewing the management compensation, the Independent Directors considered the management fees and operating expense ratios of other registered and non-registered funds managed by other investment advisers that had somewhat comparable investment programs.  The Independent Directors also reviewed and took into account other relationships between the Funds and the Investment Manager and its related persons, including the shareholder servicing agreement between the Investment Manager and the Fund, the mortgage servicing agreements between the Master Fund and an affiliate of the Investment Manager, and a portfolio valuation agreement between the Fund and BlackRock, which has an investment in the Investment Manager’s parent company.  The Independent Directors also considered the compensation charged by the Investment Manager to its other clients, and found such compensation arrangements were comparable.  Finally, the Independent Directors took those other service agreements into account in the context of evaluating the profitability of the Investment Manager in respect of the overall relationship of the Investment Manager and its related persons to the Funds.

The Independent Directors concluded that the compensation that the Investment Manager would receive under the Investment Management Agreements was reasonable.
 
(iv) Economies of Scale.  The Independent Directors also considered that possible economies of scale from future growth of the Funds were not relevant inasmuch as the Funds were closed to any new investment and had limited terms.
 
The Independent Directors had an opportunity to have Executive Session with counsel to the Independent Directors.  During the course of their deliberations at the meetings on May 23-24, the Independent Directors thoroughly reviewed and evaluated the factors to be considered for approval of the Investment Management Agreements including, but not limited to:  the expenses incurred in performance of services by the Investment Manager; the compensation to be received by the Investment Manager under the Investment Management Agreements; the fees charged by the Investment Manager’s peers; the past performance of the Investment Manager; and the range and quality of services provided by the Investment Manager.
 
The Independent Directors expressed satisfaction with the information provided at the meetings on May 23-24 and prior meetings, and acknowledged that they had received sufficient information to consider and approve the continuance of the Investment Management Agreements.  No single factor was determinative to the decision of the Independent Directors.  Rather, after weighing all of the reasons discussed above, the Independent Directors unanimously approved the continuance of the Investment Management Agreement.

 
 
 
25

 

PNMAC Mortgage Opportunity Fund, LP
Additional Information
(Unaudited)


Shareholder Meeting – May 26, 2011 – Final Results

The Fund held a Special Meeting of Shareholders on May 26, 2011 at the Fund's offices in Calabasas, California.  At that meeting, common shareholders approved amendments to the "catchup" provisions of the investment management agreements of the Fund and of its portfolio partnership, the Master Fund.  A total of 359,602.1431 votes were cast in favor of the amendments, 176,085.5117 votes were cast against the amendments and no votes abstained.

 
 
 
26

 
 
Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
 
 
 
 

 

 
Item 6. Investments.

(a)  
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b)  
Not applicable.
 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semi-annual reports.


Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable for semi-annual reports.


Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.


Item 10. Submission of Matters to a Vote of Security Holders.

The registrant’s nominating committee charter does not contain any changes to procedures by which shareholders may recommend nominees to the registrant’s board of directors.
 
 
 
 

 

 

Item 11. Controls and Procedures.

(a)  
The Registrant’s Chief Executive Officer and Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)  
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)  
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the Registrant’s Form N-CSR filed March 11, 2011.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable during this period.

(b)  
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.
 
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PNMAC Mortgage Opportunity Fund, LLC                                                                                                            

By  /s/ Stanford L. Kurland                                 
            Stanford L. Kurland, CEO

Date       9/8/2011                                                
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By  /s/ Stanford L. Kurland                                 
            Stanford L. Kurland, CEO

Date       9/8/2011                                                

By  /s/  Anne D. McCallion                              
           Anne D. McCallion, CFO

Date       9/8/2011